Intelimax Media Inc. - FORM 10-K

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EX-31.1 - SECTION 302 CERTIFICATION UNDER SARBANES-OXLEY ACT OF 2002 OF GLENN LITTLE (PRINCIPAL EXECUTIVE OFFICER, PRINCIPAL FINANCIAL OFFICER AND PRINCIPAL ACCOUNTING OFFICER). - Intelimax Media Inc.	ex31-1.htm
EX-32.1 - SECTION 906 CERTIFICATIONS UNDER SARBANES-OXLEY ACT OF 2002 OF GLENN LITTLE (PRINCIPAL EXECUTIVE OFFICER, PRINCIPAL FINANCIAL OFFICER AND PRINCIPAL ACCOUNTING OFFICER). - Intelimax Media Inc.	ex32-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2011

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from o to o

Commission file number 000-53685

INTELIMAX MEDIA INC.

(Exact name of registrant as specified in its charter)

British Columbia		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2320 – 555 West Hastings Street, Vancouver, British Columbia V6B 4N4

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: 604.742.1111

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Name of Each Exchange On Which Registered
N/A		N/A

Securities registered pursuant to Section 12(g) of the Act:

Common Shares, par value $0.00001

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act. Yes o No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act Yes o No þ

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the last 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-K (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes oNo þ

The aggregate market value of Common Stock held by non-affiliates of the Registrant on September 30, 2010 was US$4,631,013 based on a US$0.20 average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date.

37,953,848 as of June 28, 2011

DOCUMENTS INCORPORATED BY REFERENCE

None.

TABLE OF CONTENTS

Item 1. Business	2
Item 1A. Risk Factors	8
Item 1B. Unresolved Staff Comments	12
Item 2. Properties	12
Item 3. Legal Proceedings	12
Item 4. (Removed and Reserved)	12
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	13
Item 6. Selected Financial Data	15
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 7A. Quantitative and Qualitative Disclosures About Market Risk	19
Item 8. Financial Statements and Supplementary Data	19
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	22
Item 9A. Controls and Procedures	22
Item 9B. Other Information	22
Item 10. Directors, Executive Officers and Corporate Governance	23
Item 11. Executive Compensation	27
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	20
Item 13. Certain Relationships and Related Transactions, and Director Independence	31
Item 14. Principal Accounting Fees and Services	31
Item 15. Exhibits, Financial Statement Schedules	32

PART I

Item 1. Business

This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors”, that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in Canadian Dollars (CDN$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

In this annual report, unless otherwise specified, all dollar amounts are expressed in Canadian dollars, references to US$ refer to United States dollars and all references to “common shares” refer to the common shares in our capital stock.

As used in this current report and unless otherwise indicated, the terms "we", "us", "our" and "our company" mean Intelimax Media Inc., unless otherwise stated.

General Overview

We are the resulting entity of the merger of Cicero Resources Corp. and Intelimax Media Inc., Cicero Resources Corp. was incorporated on October 19, 2007 under the laws of the State of Nevada. Intelimax Media Inc. was incorporated on April 17, 2006 under the laws of the Province of British Columbia. On May 28, 2009 the two companies merged and we are the resulting entity existing under the laws of British Columbia. We are an Internet media company focusing on social media entertainment, online games, publishing, and product sales. We are a development stage company that has generated only nominal revenues and has had limited operations to date.

Our principal executive office is located at 2320 – 555 West Hastings Street, Vancouver, British Columbia, Canada, V6B 4N4. Our telephone number is 604.742.1111.

Development of Business

We are an Internet media company focusing on social media entertainment, online games, and product sales. Our major current and planned products and services are as follows:

●

Gamboozle.com Gaming Platform: We have developed and acquired software which allows users to play free and subscription based multi-player poker, blackjack, roulette, casual games as well as social media games online. Currently, our new online gaming software is being integrated into our Gamboozle.com website platform as well as our pages on Facebook, MySpace and Bebo, which are social networking websites and is provided free of charge. Our gaming platform is being developed to the point where we are able to provide premium content. We intend to offer it to users on a monthly subscription basis which, if sufficient interest is developed, will produce revenues through subscription payments as well as product placement ads in the games. We anticipate developing additional games, creating a licensable version and revising it for use on third party websites. Once the new gaming platform is fully integrated and upgraded there can be no assurance that these improvements will result in additional revenue as we face significant competition in this market.

●

Gamboozle.com Fantasy Sports: The term fantasy sports describes multi-player games in which users act as fantasy owners and build a team that competes against other fantasy teams based on the statistics generated by individual players or teams of a professional sport. We have developed software which allows users to create teams from the rosters of actual sports players and then use their teams to compete against other users in various categories such as points scored, yards gained or home runs registered, depending on the specific sport. We hope to attract a subscriber base which will provide us with the users we need to generate revenues through monthly subscription entry fees. Our new fantasy sports software is being integrated into our Gamboozle.com website on free and paid subscription bases. This new software is in the development stage but we anticipate launching the new site and enhancing the content during the next four months to include all the major sports (football, basketball, hockey, baseball and soccer). There can be no assurance that these improvements will result in additional revenue as we face significant competition in this market.

Our Products

Gamboozle.com

Gamboozle.com is a website which allows users to play various online games of skill, luck or strategy and offers a prize model to its members for weekly and tournament winners. Our management believes that as the number of users and visitors to Gamboozle.com grows, we will be able to generate additional revenues by providing strategically placed ads throughout the site from companies.

Gamboozle.com offers online games through our Gaming Platform and free prizes which our management hopes will encourage frequent visits and extended stays on the website. By developing a consistent and large user base we hope to be able to charge various third parties for displaying their products on Gamboozle.com. Additionally, we plan on offering two subscription options for our various gaming applications which would generate revenues through automatic monthly dues. Gamboozle.com is not an online gambling, betting or lottery website and does not accept funds related to actual gambling.

The following is a sample of the products and services to be provided by Gamboozle.com which our management hopes will attract a sizeable user base:

●	Gamboozle Bucks - the core of Gamboozle is the Gamboozle Bucks. This is the artificial currency the users will use to enter raffles and interact with each other. Users can earn Gamboozle Bucks by playing different games and/or interacting with the content on the website.

●	Raffles and Prizes - Gamboozle has a free raffle system. Players purchase raffle tickets with their Gamboozle Bucks and enter a raffle to win free prizes.

●	Fantasy Sports - Gamboozle offers quick and simple fantasy sports leagues that can be played daily, weekly, monthly and for the whole season.

●	Casual and Social Media Games - Gamboozle offers online strategy, wordplay and action games that offer instant prizes such as Gamboozle Bucks and free spins on the Gamboozle virtual slot machine.

●	Multi Player Poker - poker is the ultimate multi-player social game. Gamboozle offers an online based poker game which does not involve gambling with real money.

●	Multi Player Roulette & Blackjack – Gamboozle offers multi player roulette and blackjack to members where prizes will be paid out to weekly and monthly leader board winners.

●	Social Networking - social networking is the ability for users to communicate directly with each other, either through live chat or a messaging system on a website. This creates a feeling of community on a particular website and encourages return visits by users.

Since the launch of Gamboozle.com we have experienced consistent growth in our user database. Our current user database has over 100,000 users and over 2,000 people visit Gamboozle.com per day. .

Gamboozle.com is currently offline pending the launch of its brand new gaming platform in the fall of 2011. Development is currently underway to allow for paid monthly subscriptions, new games and features, new look, feel and navigation and the development of enhanced social interaction tools. We anticipate that these improvements and the launch of the new site will take approximately 3 months to complete if we have sufficient capital to retain our employees and fund our operations. There can be no certainty that we will be able to attract sufficient capital to implement the planned improvements. Additionally, even if we are able to improve Gamboozle.com as anticipated, there can be no assurance that this will lead to increased revenue as we face significant competition for users and subscribers in Gamboozle.com’s market.

Gaming Software

On April 14, 2011 we entered into a purchase and sale agreement and a software support agreement (collectively, the “Agreements”) with Las Vegas From Home.com Entertainment Inc. (“LVFH”) to provide us with our own new proprietary single and multiplayer subscription based gaming platform software (“the Platform”), with fully managed service solutions including server hosting, software and operational support.

The Platform will support the Intelimax subscription web-based social gaming website www.gamboozle.com. The design, navigation, look and feel of the website is being provided by Friedman 360 a world renowned multi-media production and marketing firm, as previously announced on April 12, 2011, which will be adapted and integrated into the Platform by LVFH.

On April 12, 2011 we entered into a Master Services Agreement with Freidman 360, a multi media production and marketing firm. As per the terms of the Agreement Friedman 360 will design, develop and brand the new gamboozle.com website “front end” and “interface” to provide an entire new look and feel for our new proprietary single and multi-player subscription based gaming platform, scheduled to launch in August 2011.

If we are successful in developing a sizeable database of users for our gaming software we will be able to expand our application offerings with premium content and increased prizes. In turn, we will be able to introduce a subscription system which will generate revenues from monthly subscription payments. A large number of users are necessary to create sufficient visits to our websites to be able to earn revenues from advertising and provide users with other users to play with or against. It is important for our business plan to generate a large number of users who visit our websites and use our application, but there can be no certainty that we will be able to attract sufficient users to make our business profitable. This is especially true for our poker software. As our multi-player poker software relies on multiple players in each virtual poker ‘room’ it is essential that we have sufficient users using our gaming software at the same time to induce other users to visit our website and prolong their stay.

We anticipate developing additional casual and social media games linked to facebook and other social media sites during the next 12 months if we have sufficient capital to undertake these developments. However, there can be no certainty that we will be able to attract sufficient capital to implement the anticipated improvement and even if we do, there can be no assurance that these improvements will result in additional revenue as we face significant competition in this market.

Fantasy Sports

Working with LVFH we are currently developing software for our users to play fantasy sports on our gaming website, Gamboozle.com. Fantasy sports describes multi-player games in which users act as fantasy owners and build a team that competes against other fantasy teams based on the statistics generated by individual players or teams of a professional sport. Probably the most common variant converts statistical performance of various players into points that are compiled and totaled according to a roster selected by a manager that makes up a fantasy team. These point systems are typically simple enough to be manually calculated by the user appointed as manager of the league. More complex variants use computer modeling of actual games based on statistical input generated by professional sports. In fantasy sports users have the ability to trade, dismiss, and sign players, like a real sports owner.

The industry surrounding fantasy sports experienced a drastic increase in popularity with the invention and popularization of the Internet. The Internet made stat collection as well as news and information more readily available. This made the experience and enjoyment of fantasy sports much more immediate and engrossing. As opposed to all of our competitors, our fantasy sports software system allows users to play in a daily game as opposed to being committed to the game for an entire season. Though seasonal subscriptions will be available, our current subscription model requires users to pay an entrance fee each time with the chance of winning a prize every entry as well. This creates a small initial investment for the user and potentially, a consistent revenue stream from management fees for us.

There can be no assurance that we will be able to attract the necessary capital and even if we do improve our Fantasy Sports software as anticipated, there can be no assurance that these improvements will result in additional revenue as we face significant competition in this market.

Distribution Methods

Attracting users and advertisers to our websites will be based on the following:

●	Social Media and Promotion – we intend to market through agreements with athletes and celebrities using social media tools such as Twitter, Facebook and myspace to their followers.

●	Ad Placement – we will work with other media sites to advertize our brand on their websites and media vessels, including print media ads in college game programs, digital placement screens and digital ad placement.

●

Viral marketing/forums/blogs – we intend to capitalize on the recent popularization of online social communities by creating positive word of mouth within those communities and the Internet as a whole. We hope that imbedding our online gaming and fantasy sports software free of charge into websites such as Facebook or MySpace will create positive impressions on the users and drive visitors to our site.

●	Product Placement – management will work with companies and organizations to place product advertisement in strategic locations in the gamboozle.com website and offer prizes and product incentives from those companies for gamboozle.com members and winners.

●	Trade shows/Event Marketing – there are a number of trade shows that are geared towards the climate awareness and carbon trading industries as well as online gaming. We intend to market our websites and software by attending these various events and displaying our products and services.

●	Pay Click Advertizing – we will utilize pay click advertizing on google and banner ads on other sites to drive traffic to our gamboole.com webite.

●

Search Engine Optimization – our websites are developed with consideration to how they will interact with large Internet search utilities such as Google or Yahoo. By optimizing our websites in such a way that these ubiquitous search engines can identify our websites and their content more easily and therefore list us near the top of their result listings, we hope to attract more visitors.

●

Publicity – we anticipate employing website specific promotions for Gamboozle.com and ClimateSeek.com to attract visitors to our websites. These promotions may involve reaching out to communities and schools for educational programs on emission reduction via ClimateSeek.com or free raffles on Gamboozle.com

●	Other Print media – numerous industry publications exist for the Internet gaming industries and we anticipate purchasing advertising or arranging sponsorship in order to increase the awareness of our websites, products, and services.

●	Newsletters – we will send out a regular weekly news letter to our existing members to provide company information and offerings that entice free members to upgrade to a pay membership.

Competition

Gamboozle.com

We face competition from various websites currently in operation which provide products and services similar to those of Gamboozle.com ranging from micro home-business based businesses to multi-million dollar international enterprises. Some of our major competitors are Armorgames.com, pogo.com, miniclip.com, crazymonkeygames.com and newgrounds.com, as well as similar subscription poker sites like pureplay.com, clubwpt.com and goldstrikepoker.com.

Many of these competitors have longer operating histories, greater brand recognition, a higher number of subscribers and visitors to their websites, and better financial resources than we do. In order for us to successfully compete in the online gaming industry, we will need to attract more visitors to Gamboozle.com through advertising and attractive content. However, there can be no assurance that we will be able to attract sufficient visitors even if we fully develop Gamboozle.com and introduce all of our anticipated content to effectively compete in this marketplace.

Fantasy Sports

Fantasy sports platforms such as ours are available on all of the major sports related news sites such as ESPN.com, CBS Sportsline and TSN.ca as well as less established websites focused on the fantasy sports marketplace. Many of these competitors have a much larger subscriber base, substantially greater financial resources and can gain access to subscribers and visitors through advertising and awareness over many different forms of media, including television networks owned by them. We hope to be able to effectively compete against the established websites in this marketplace by providing a fantasy sports platform with the following advantages:

●

None of our major competitors license their software. They appear to be focusing on their specific product exclusively on their specific website. Our management believes that this gives us an opportunity to start offering our product to many small and medium sized websites which are looking to add fantasy sports content to their applications.

●

Most of our competitors use a full season model. This means that users pay once per season to play. A season is generally defined by the annual season of the sport on which the ‘fantasy team’ is based. While this has proven to be an effective model, our management believes that providing for more flexible subscription lengths will promote increased usage. In a typical fantasy season, many participants no longer have a chance to win before the season is over, but they still want to play. Our system allows users to begin a new fantasy sports game every day.

Subscription Poker

Once our multi-player online poker software has been fully developed, we anticipate providing premium content and services on a subscription basis. Currently, there is one major subscription poker network, Pureplay.com, as well as some smaller websites such as goldstrikepoker.com and clubwpt.com. These appear to be to be our major competitors in the subscription poker space.

These three websites have longer operating histories, greater brand recognition and a higher number of visitors. In order for us to successfully compete in this marketplace, we will need to provide unique content and appropriately market our software.

Our competitors may develop similar software to ours and use the same methods as we do and generally be able to respond more quickly to new or emerging technologies and changes in legislation and regulations relating to the industry. Additionally, our competitors may devote greater resources to the development, promotion and sale of their software or services than we do. Increased competition could also result in loss of key personnel, reduced margins or loss of market share, any of which could harm our business.

Intellectual Property

We own the copyright of our logos and all of the contents of our website, www.Gamboozle.com. We have also developed proprietary software that consists of our gaming platform (poker and casino), fantasy sports and our social media and casual games.

Research and Development

We have not spent any amounts on which has been classified as research and development activities in our financial statements since our inception.

Government Regulation and Costs of Compliance

Online Gaming

We do not require any government approvals to carry out our business plan as disclosed above. If, at some point in the future, our management chooses to use our gaming software for legal online gambling, the state of gambling laws in the US will have an impact on our business. Currently, the legislation regarding online gambling is in flux and not uniform. The following are some recent developments in US law regarding online gambling:

●

On May 6, 2009, Congressman Barney Frank (D-MA) unveiled a bill designed to allow U.S.-based companies to obtain licenses and operate federally regulated online gambling sites. The bill, titled the Internet Gambling Regulation, Consumer Protection, and Enforcement Act of 2009 (H.R. 2267), would also allow such sites to accept bets from U.S. customers. The bill has not yet been signed into law.

●

On June 7, 2007, Representative Robert Wexler (D-FL) introduced HR 2610, the Skill Game Protection Act, which would legalize Internet poker, bridge, chess, and other games of skill. Also on June 7, 2007 Representative Jim McDermott introduced H.R. 2607, the Internet Gambling Regulation and Tax Enforcement Act. IGRTEA would legislate Internet gambling tax collection requirements. The bill has not yet been signed into law.

●

In September 2006 both the US House of Representatives and the US Senate passed legislation (as an amendment to the unrelated SAFE Port Act) that would make transactions from banks or similar institutions to online gambling sites illegal. The passed bill only addressed banking issues. The Act was signed into law on October 13, 2006 by President George W. Bush. In response to SAFE Port Act, a number of online gambling operators including PartyGaming, Bwin, Cassava Enterprises, and Sportingbet announced that real-money gambling operations would be suspended for U.S. customers.

Online Services

We are subject to a number of foreign and domestic laws and regulations that affect companies conducting business on the internet. In addition, laws and regulations relating to user privacy, freedom of expression, content, advertising, information security and intellectual property rights are being debated and considered for adoption by many countries throughout the world. We face risks from some of the proposed legislation that could be passed in the future.

In the US, laws relating to the liability of providers of online services for activities of their users and other third parties are currently being tested by a number of claims, which include actions for libel, slander, invasion of privacy and other tort claims, unlawful activity, copyright and trademark infringement and other theories based on the nature and content of the materials searched, the ads posted or the content generated by users. Certain foreign jurisdictions are also testing the liability of providers of online services for activities of their users and other third parties. Any court ruling that imposes liability on providers of online services for activities of their users and other third parties could harm our business.

A range of other laws and new interpretations of existing laws could have an impact on our business. For example, the Digital Millennium Copyright Act has provisions that limit, but do not necessarily eliminate, our liability for listing, linking or hosting third-party content that includes materials that infringe copyrights. The Child Online Protection Act and the Children’s Online Privacy Protection Act restrict the distribution of materials considered harmful to children and impose additional restrictions on the ability of online services to collect information from children under 13. In the area of data protection, many states have passed laws requiring notification to users when there is a security breach for personal data, such as California’s Information Practices Act. The costs of compliance with these laws may increase in the future as a result of changes in interpretation. Furthermore, any failure on our part to comply with these laws may subject us to significant liabilities.

Similarly, the application of existing laws prohibiting, regulating or requiring licenses for certain businesses of our advertisers, including, for example, online gambling, distribution of pharmaceuticals, adult content, financial services, alcohol or firearms, can be unclear. Application of these laws in an unanticipated manner could expose us to substantial liability and restrict our ability to deliver services to our users.

We also face risks due to government failure to preserve the internet’s basic neutrality as to the services and sites that users can access through their broadband service providers. Such a failure to enforce network neutrality could limit the internet’s pace of innovation and the ability of large competitors, small businesses and entrepreneurs to develop and deliver new products, features and services, which could harm our business.

We are also subject to federal, state and foreign laws regarding privacy and protection of user data. We post on our web site our privacy policies and practices concerning the use and disclosure of user data. Any failure by us to comply with

Employees

We currently have 1 employees engaged in administrative tasks on a full time basis. We engage consultants to provide all other services including legal, accounting, marketing, customer service and software development services.

Item 1A. Risk Factors

Our business operations are subject to a number of risks and uncertainties, including, but not limited to those set forth below:

Risks Related to Our Business

Because our auditors have issued a going concern opinion, there is substantial uncertainty we will continue operations in which case you could lose your investment.

Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an ongoing business for the next 12 months. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue in business. As such we may have to cease operations and you could lose your investment.

We were incorporated on April 17, 2006, generated $13,291 in revenue as of March 31, 2011, and have losses that we expect to continue into the future. There is no assurance our future operations will result in profitable revenues. If we cannot generate sufficient revenues to operate profitably, we will cease operations and you will lose your investment. Intelimax’s accumulated deficit from April 17, 2006 (inception) through March 31, 2011 was $4,286,801.

Our ability to achieve and maintain profitability and positive cash flow is dependent upon:

●	completion of this offering;

●	our ability to develop and continually update our websites, internet search utilities and gaming software;

●	our ability to procure and maintain on commercially reasonable terms relationships with third parties to integrate and maintain our search utilities and game software;

●	our ability to identify and pursue mediums through which we will be able to market our products;

●	our ability to attract customers to our products;

●	our ability to generate revenues through advertisements on our websites; and

●	our ability to manage growth by managing administrative overhead.

Based upon current plans, we expect to incur operating losses in future periods because we will be incurring expenses and not generating significant revenues. We cannot guarantee that we will be successful in generating significant revenues in the future. Failure to generate revenues which are greater than our expenses will cause you to lose your investment.

If we cannot prevent other companies from infringing on our technologies, we may not achieve profitability and you may lose your investment.

Our success is heavily dependent upon proprietary technology. To protect our proprietary technology, we rely principally upon copyright and trade secret protection. All proprietary information that can be copyrighted is marked as such. There can be no assurance that the steps taken by us in this regard will be adequate to prevent misappropriation or independent third-party development of our technology. Further, the laws of certain countries in which we anticipate licensing our technologies and products do not protect software and intellectual property rights to the same extent as the laws of the United States. We generally do not include in our software any mechanism to prevent or inhibit unauthorized use, but we generally require the execution of an agreement that restricts unauthorized copying and use of our products. If unauthorized copying or misuse of our products were to occur, our business and results of operations could be materially adversely affected.

While the disclosure and use of our proprietary technology, know-how and trade secrets are generally controlled under agreements with the parties involved, there can be no assurance that all confidentiality agreements will be honored, that others will not independently develop similar or superior technology, that disputes will not arise concerning the ownership of intellectual property, or that dissemination of our proprietary technology, know-how and trade secrets will not occur. Further, if an infringement claim is brought against us, litigation would be costly and time consuming, but may be necessary to protect our proprietary rights and to defend ourselves. We could incur substantial costs and diversion of management resources in the defense of any claims relating to the proprietary rights of others or in asserting claims against others. If we cannot prevent other companies from infringing on our technologies, we may not achieve profitability and you may lose your investment.

If we are subject to intellectual property rights claims which may be costly to defend, could require the payment of damages and could limit our ability to use certain technologies in the future we may not generate sufficient revenues or achieve profitability.

Companies in the Internet, technology and media industries own large numbers of patents, copyrights, trademarks and trade secrets and frequently enter into litigation based on allegations of infringement or other violations of intellectual property rights. We may be subject to intellectual property rights claims in the future and our technologies may not be able to withstand any third-party claims or rights against their use. Any intellectual property claims, with or without merit, could be time consuming, expensive to litigate or settle and could divert management resources and attention. An adverse determination also could prevent us from offering our products and services to others and may require that we procure substitute products or services for these members.

With respect to any intellectual property rights claim, we may have to pay damages or stop using technology found to be in violation of a third party’s rights. We may have to seek a license for the technology, which may not be available on reasonable terms and may significantly increase our operating expenses. The technology also may not be available for license to us at all. As a result, we may also be required to develop alternative non-infringing technology, which could require significant effort and expense. If we cannot license or develop technology for the infringing aspects of our business, we may be forced to limit our product and service offerings and may be unable to compete effectively. Any of these results could harm our brand and prevent us from generating sufficient revenue or achieving profitability.

Changing consumer preferences will require periodic product introduction. If we are unable to continually meet consumer preferences we may not generate significant revenues.

As a result of changing consumer preferences, many Internet search utilities and websites are successfully marketed for a limited period of time. Even if our products become popular, there can be no assurance that any of our searching or gaming products will continue to be popular for a period of time. Our success will be dependent upon our ability to develop new and improved product lines. Our failure to introduce new features and product lines and to achieve and sustain market acceptance could result in us being unable to continually meet consumer preferences and generating significant revenues.

We face intense competition and if we are unable to successfully compete with our competitors we will not be able to achieve profitability.

The Internet search and Internet gaming industries are highly competitive. Many of our competitors have longer operating histories, greater brand recognition, broader product lines and greater financial resources and advertising budgets than we do. Many of our competitors offer similar products or alternatives to our products. There can be no assurance that we will procure an on-line market that will be available to support the sites we will offer or allow us to seek expansion. There can be no assurance that we will be able to compete effectively in this marketplace.

Further, our competitors may be able to develop technologies more effectively, have significantly more game content than us, may be able to license their technologies on more favorable terms, and may be able to adopt more aggressive pricing or licensing policies than us. They may have longer operating histories, greater brand name recognition, larger customer bases and significantly greater financial, technical and marketing resources. In the event that we are unable to successfully compete with our competitors we will not be able to achieve profitability.

If we do not attract customers to our website on cost-effective terms, we will not make a profit, which ultimately will result in a cessation of operations.

Our success depends on our ability to attract retail customers to our website on cost-effective terms. Our strategy to attract customers to our website, which has not been formalized or implemented, includes viral marketing, the practice of generating "buzz" among Internet users in our products through the developing and maintaining weblogs or "blogs", online journals that are updated frequently and available to the public, postings on online communities such as Facebook, MySpace, Yahoo!(R) Groups and amateur websites such as YouTube.com, and other methods of getting Internet users to refer others to our website by e-mail or word of mouth; search engine optimization, marketing our website via search engines by purchasing sponsored placement in search results; and entering into affiliate marketing relationships with website providers to increase our access to Internet consumers. We expect to rely on word of mouth marketing as the primary source of traffic to our website, with search engine optimization and affiliate marketing as secondary sources. Our marketing strategy may not be enough to attract sufficient traffic to our website. We do not currently employ any personnel specifically assigned to the marketing of our products. If we do not attract customers to our website on cost-effective terms, we will not make a profit, which ultimately will result in a cessation of operations.

Our success depends on the continuing efforts of our senior management team and employees and the loss of the services of such key personnel could result in a disruption of operations which could result in reduced revenues.

Our future success depends heavily upon the continuing services of the members of our senior management team, in particular our director, Michael Young, and our Chief Executive Officer, Glen Little. If one or more of our senior executives or other key personnel are unable or unwilling to continue in their present positions, we may not be able to replace them easily or at all, and our business may be disrupted and our financial condition and results of operations may be materially and adversely affected. Competition for senior management and key personnel is intense, the pool of qualified candidates is very limited, and we may not be able to retain the services of our senior executives or key personnel, or attract and retain high-quality senior executives or key personnel in the future. We do not currently maintain key man insurance on our senior managers. The loss of the services of our senior management team and employees could result in a disruption of operations which could result in reduced revenues.

We rely on highly skilled personnel and, if we are unable to retain or motivate key personnel or hire qualified personnel, we may not be able to grow effectively, generate sufficient revenues and achieve profitability.

Our performance and future success depends on the talents and efforts of highly skilled individuals. We will need to continue to identify, hire, develop, motivate and retain highly skilled personnel for all areas of our organization. Competition in the software industry for qualified employees is intense. Our continued ability to compete effectively depends on our ability to attract new employees and to retain and motivate our existing employees.

As competition in our industry intensifies, it may be more difficult for us to hire, motivate and retain highly skilled personnel. If we do not succeed in attracting additional highly skilled personnel or retaining or motivating our existing personnel, we may be unable to grow effectively generate sufficient revenues and achieve profitability.

All of our assets and our directors and officers are outside the United States, with the result that it may be difficult for investors to enforce within the United States any judgments obtained against us or our directors and officers.

All of our assets are located outside the United States and we do not currently maintain a permanent place of business within the United States. In addition, a majority of our officers and directors are nationals and/or residents of a country other than the United States, and all or a substantial portion of her assets are located outside the United States. As a result, it may be difficult for investors to enforce within the United States any judgments obtained against us or our directors and officers, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof. Consequently, you may be effectively prevented from pursuing remedies under United States federal and state securities laws against us or our directors and officers.

If we are unable to adapt or expand our existing technology infrastructure to accommodate greater traffic or additional customer requirements, we may lose customers which will prevent us from achieving profitability.

Our website regularly serves a large number of users and customers and delivers a large number of daily video views. Our technology infrastructure is highly complex and may not provide satisfactory service in the future, especially as the number of customers using our gaming and searching services increases. We may be required to upgrade our technology infrastructure to keep up with the increasing traffic on our websites, such as increasing the capacity of our hardware servers and the sophistication of our software. If we fail to adapt our technology infrastructure to accommodate greater traffic or customer requirements, our users and customers may become dissatisfied with our services and switch to our competitors’ websites, which will prevent us from achieving profitability.

Risks Relating to the Internet Industry and Technology

Our business depends on the development and maintenance of the Internet infrastructure. Outages and delays could reduce the level of Internet usage generally as well as the level of usage of our services and reduce our revenues.

The success of our services will depend largely on the development and maintenance of the Internet infrastructure. This includes maintenance of a reliable network backbone with the necessary speed, data capacity, and security, as well as timely development of complementary products, for providing reliable Internet access and services. The Internet has experienced, and is likely to continue to experience, significant growth in the numbers of users and amount of traffic. The Internet infrastructure may be unable to support such demands. In addition, increasing numbers of users, increasing bandwidth requirements, or problems caused by “viruses,” “worms,” and similar programs may harm the performance of the Internet. The backbone computers of the Internet have been the targets of such programs. The Internet has experienced a variety of outages and other delays as a result of damage to portions of its infrastructure, and it could face outages and delays in the future. These outages and delays could reduce the level of Internet usage generally as well as the level of usage of our services and reduce our revenues.

Interruption or failure of our information technology and communications systems could impair our ability to effectively provide our products and services, which could damage our reputation and harm our operating results.

Our ability to provide our products and services depends on the continuing operation of our information technology and communications systems. Any damage to or failure of our systems could interrupt our service. Service interruptions could reduce our revenues and profits, and damage our brand if our system is perceived to be unreliable. Our systems are vulnerable to damage or interruption as a result of terrorist attacks, war, earthquakes, floods, fires, power loss, telecommunications failures, computer viruses, interruptions in access to our websites through the use of “denial of service” or similar attacks, hacking or other attempts to harm our systems, and similar events. Our servers, which are hosted at third-party internet data centers, are also vulnerable to break-ins, sabotage and vandalism. Some of our systems are not fully redundant, and our disaster recovery planning does not account for all possible scenarios. The occurrence of a natural disaster or a closure of an internet data center by a third-party provider without adequate notice could result in lengthy service interruptions. Interruption or failure of our information technology and communications systems could impair our ability to effectively provide our products and services, which could damage our reputation and harm our operating results.

If our software contains undetected errors, we could lose the confidence of users, resulting in loss of customers and a reduction of revenue.

Our online systems, including our websites, our enterprise video play software and other software applications and products, could contain undetected errors or “bugs” that could adversely affect their performance. We regularly update and enhance our website and our other online systems and introduce new versions of our software products and applications. The occurrence of errors in any of these may cause us to lose market share, damage our reputation and brand name, and reduce our revenues.

If we fail to detect click-through fraud, we could lose the confidence of our customers and our revenues could decline.

We are exposed to the risk of fraudulent clicks on ads posted by individuals seeking to increase the advertising fees paid to our web publishers when we commence internet advertising services. Although we have not historically generated revenues from advertising, we may do so in the future. We may have to refund revenue that our advertisers have paid to us and that was later attributed to click-through fraud. Click-through fraud occurs when an individual clicks on an ad displayed on a website for the sole intent of generating the revenue share payment to the publisher rather than to view the underlying content. From time to time it is possible that fraudulent clicks will occur and we would not allow our advertisers to be charged for such fraudulent clicks. This would negatively affect the profitability of our online advertising agency business, and this type of fraudulent act could hurt our brand. If fraudulent clicks are not detected, the affected advertisers may experience a reduced return on their investment in our performance-based advertising network, which could lead the advertisers to become dissatisfied with our online advertising agency business, and in turn lead to loss of advertisers and the related revenue. At the moment, we have no specific plans to focus on mitigating this risk through specific actions but we may need to subscribe to certain applicable software platforms that detect click-through fraud and possibly work with consultants to further mitigate this risk. If we fail to detect click-through fraud, we could lose the confidence of our customers and our revenues could decline.

If the security measures that we use to protect their personal information, such as credit card numbers, are ineffective, our customers may lose their confidence in our websites and stop visiting them. This may result in a reduction in revenues and increase our operating expenses, which would prevent us from achieving profitability.

Any breach in our website security could expose us to a risk of loss or litigation and possible liability. We anticipate that we will rely on encryption and authentication technology licensed from third parties to provide secure transmission of confidential information. As a result of advances in computer capabilities, new discoveries in the field of cryptography or other developments, a compromise or breach of our security precautions may occur. A compromise in our proposed security could severely harm our business. A party who is able to circumvent our proposed security measures could misappropriate proprietary information, including customer credit card information, or cause interruptions in the operation of our website. We may be required to spend significant funds and other resources to protect against the threat of security breaches or to alleviate problems caused by these breaches. However, protection may not be available at a reasonable price, or at all. Concerns regarding the security of e-commerce and the privacy of users may also inhibit the growth of the Internet as a means of conducting commercial transactions. This may result in a reduction in revenues and increase our operating expenses, which would prevent us from achieving profitability.

Risks Associated with Our Common Stock

Trading on the OTC Bulletin Board may be volatile and sporadic, which could depress the market price of our common stock and make it difficult for our stockholders to resell their shares.

Our common stock is quoted on the OTC Bulletin Board service of the Financial Industry Regulatory Authority. Trading in stock quoted on the OTC Bulletin Board is often thin and characterized by wide fluctuations in trading prices, due to many factors that may have little to do with our operations or business prospects. This volatility could depress the market price of our common stock for reasons unrelated to operating performance. Moreover, the OTC Bulletin Board is not a stock exchange, and trading of securities on the OTC Bulletin Board is often more sporadic than the trading of securities listed on a quotation system like NASDAQ or a stock exchange like Amex. Accordingly, shareholders may have difficulty reselling any of their shares.

Our stock is a penny stock. Trading of our stock may be restricted by the SEC’s penny stock regulations and FINRA’s sales practice requirements, which may limit a stockholder’s ability to buy and sell our stock.

Our stock is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in, and limit the marketability of, our common stock.

In addition to the “penny stock” rules promulgated by the Securities and Exchange Commission, the Financial Industry Regulatory Authority has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, the Financial Industry Regulatory Authority believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The Financial Industry Regulatory Authority ’ requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock.

Other Risks

Because some of our officers and directors are located in non-U.S. jurisdictions, you may have no effective recourse against the non U.S. officers and directors for misconduct and may not be able to enforce judgment and civil liabilities against our officers, directors, experts and agents.

Some of our directors and officers are nationals and/or residents of countries other than the United States, specifically Canada and Colombia, and all or a substantial portion of such persons’ assets are located outside the United States. As a result, it may be difficult for investors to enforce within the United States any judgments obtained against our officers or directors, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof.

Trends, Risks and Uncertainties

We have sought to identify what we believe to be the most significant risks to our business, but we cannot predict whether, or to what extent, any of such risks may be realized nor can we guarantee that we have identified all possible risks that might arise. Investors should carefully consider all of such risk factors before making an investment decision with respect to our common stock.

Item 1B. Unresolved Staff Comments

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 2. Properties

Our executive office is located at 555 West Hastings Street, Suite 2320, Vancouver, British Columbia, Canada V6B 4N4. We have a lease agreement for our office space which was entered into on July 1, 2006 and due to expire on June 20, 2011. The company has recently exercised its option to renew the office premise lease for another 5 years expiring August 2016. We pay approximately US$3,300 per month for our office space, and approximately US$1,845 is paid back to us on a sublease with another company. The new lease rate starting in August 2011 will require the company to pay approximately US$4,500 per month for our office space, and approximately US$2,000 is paid back to us on a sublease with another company. ]

Item 3. Legal Proceedings

We know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our company.

Item 4. [Removed and Reserved]

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our Common stock is quoted on the OTC Bulletin Board under the Symbol "IXMD". We received approval on January 23, 2009 for trading under the symbol “CRCO”. On May 15, 2009 our symbol was changed to “CICR”. On July 1, 2009 our symbol was changed to “IXMD” in connection with our merger.

The following table reflects the high and low bid information for our common stock obtained from Stockwatch and reflects inter-dealer prices, without retail mark-up, markdown or commission, and may not necessarily represent actual transactions.

The high and low bid prices of our common stock for the periods indicated below are as follows:

OTC Bulletin Board
Quarter Ended(1)	High(2)	Low(2)
March 31, 2011	$0.37	$0.14
December 31, 2010	$0.23	$0.08
September 30, 2010	$0.33	$0.05
June 30, 2010	$0.42	$0.15
March 31, 2010	$0.55	$0.15
December 31, 2009	$0.65	$0.35

(1)	The first trade in our common stock occurred on October 21, 2009.

(2)	Expressed in United States dollars

As of June 22, 2011, there were 130 holders of record of our common stock. As of such date, 36,656,587 shares of our common stock were issued and outstanding.

Our common shares are issued in registered form. Island Stock Transfer, 100 2nd Avenue South, Suite 705S, St. Petersburg, FL 33701 (Telephone: (727) 289-0010) is the registrar and transfer agent for our common shares.

Dividend Policy

We have not paid any cash dividends on our common stock and have no present intention of paying any dividends on the shares of our common stock. Our current policy is to retain earnings, if any, for use in our operations and in the development of our business. Our future dividend policy will be determined from time to time by our board of directors.

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

During the year ended March 31, 2011, we had the following previously undisclosed issuances of equity securities:

●	On January 1, 2011, we issued 625,000 shares of common stock for $136,758 of consulting services.

●	On January 15, 2011, we issued 750,000 shares of common stock for $200,354 of consulting services.

●	On January 27, 2011, we issued 25,000 shares of common stock with a fair value of $6,704 for services rendered by an employee.

●	On March 15, 2011, we issued 45,000 units for proceeds of $9,000. Each unit consisted of one common share and one share purchase warrant. Each share purchase warrant entitles the holder to acquire an additional common share at an exercise price of US$0.30 per share for two years.

We issued the above securities upon reliance upon exemptions from registration under Section 4(2) or Regulation S of the Securities Act of 1933, as amended.

Our reliance upon the exemption under Section 4(2) of the Securities Act of 1933 was based on the fact that the issuance of the securities did not involve a “public offering.” Each offering was not a "public offering" as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of securities offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, the investors had the necessary investment intent as required by Section 4(2) since they agreed to and received a share certificate bearing a legend stating that such shares are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures that these shares would not be immediately redistributed into the market and therefore not be part of a "public offering." The investors negotiated the terms of the transactions directly with our executive officers. No general solicitation was used, no commission or other remuneration was paid in connection with these transactions, and no underwriter participated. Based on an analysis of the above factors, these transactions were effected in reliance on the exemption from registration provided in Section 4(2) of the Securities Act for transactions not involving any public offering.

Our reliance upon the exemption under Rule 903 of Regulation S of the Securities Act was based on the fact that the sales of the securities were completed in an "offshore transaction", as defined in Rule 902(h) of Regulation S. We did not engage in any directed selling efforts, as defined in Regulation S, in the United States in connection with the sale of the securities. Each investor was not a US person, as defined in Regulation S, and was not acquiring the securities for the account or benefit of a US person.

Equity Compensation Plan Information

Our company adopted a Stock Compensation Plan and Stock Option Plan dated December 11, 2009 under which our company is authorized to grant up to a total of 1,000,000 shares of common stock and stock options to acquire up to a total of 1,000,000 shares of common stock. Our company does not issue any stock compensation under the Stock Plan or Option Plan for any services related to investor relations or capital raising activities.

Convertible Securities

We do not have any outstanding convertible securities.

As at March 31, 2011, we had the following share purchase warrants outstanding:

Number of Warrants	Exercise Price	Expiry Date

610,000	US$0.60	December 11, 2011
300,000	US$0.55	February 1, 2012
250,000	US$0.60	May 14, 2012
12,500	US$0.60	May 31, 2012
205,000	US$0.30	August 1, 2012
25,000	US$0.30	August 2, 2012
222,000	US$0.30	September 20, 2012
620,000	US$0.30	September 21, 2012
250,000	US$0.30	October 1, 2012
50,000	US$0.30	November 19, 2012
3,800,620	US$0.30	March 15, 2013
13,400	US$0.30	March 30, 2013

6,358,520

We did not purchase any of our shares of common stock or other securities during our fourth quarter of our fiscal year ended March 31, 2011.

Item 6. Selected Financial Data

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our audited financial statements and the related notes for the years ended March 31, 2011 and March 31, 2010 that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this annual report, particularly in the section entitled "Risk Factors" beginning on page [INSERT PAGE NUMBER] of this annual report.

Our audited financial statements are stated in Canadian Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

Purchase of Significant Equipment

We do not intend to purchase any significant equipment over the next twelve months.

Personnel Plan

We do not expect any material changes in the number of employees over the next 12 month period (although we may enter into employment or consulting agreements with our officers or directors). We do and will continue to outsource contract employment as needed.

Results of Operations

For the Year Ending March 31, 2011 and 2010

	Year Ended March 31
	2011		2010
Revenue	$	2,319	$	5,680
Operating Expenses	$	1,735,809	$	1,321,893
Net Operating Loss	$	1,733,490	$	1,225,792

Expenses

Our operating expenses for our years ended March 31, 2011 and 2010 are outlined in the table below:

	Year Ended March 31
	2011		2010
Amortization	$	71,069	$	99,181
Advertising and promotion	$	53,244	$	23,190
Consulting fees	$	505,587	$	457,745
Foreign exchange loss	$	12,577	$	741
General and administrative	$	132,596	$	134,413
Impairment of equipment	$	14,589	$	Nil
Impairment of website development costs	$	147,993	$	Nil
Investor relations	$	417,328	$	131,621
Management fees	$	119,452	$	169,911
Professional fees	$	78,713	$	81,695
Wages and benefits	$	182,661	$	223,396

Operating expenses for year ended March 31, 2011 increased by 31% as compared to the comparative period in 2010 primarily as a result of an increase in investor relations fees.

Revenue

We have earned revenues of $13,291 during the period from our inception on April 17, 2006 to March 31, 2011. We generated revenues of $2,319 during the year ended March 31, 2011 and $5,680 during the same period in 2010. At this time, our ability to generate significant revenues continues to be uncertain. The auditor's report on our audited financial statements for the years ended March 31, 2011 and 2010 contains an additional explanatory paragraph which identifies issues that raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustment that might result from the outcome of this uncertainty.

Equity Compensation

We adopted a Stock Compensation Plan (“Stock Plan”) and Stock Option Plan (“Option Plan”) dated December 11, 2009 under which we are authorized to grant up to a total of 1,000,000 shares of common stock and stock options to acquire up to a total of 1,000,000 shares of common stock. We will not issue any stock compensation under the Stock Plan or Option Plan for any services related to investor relations or capital raising activities. At March 31, 2011 we had 240,000 shares of common stock available to be issued under the Stock Plan and options to acquire 1,000,000 shares of common stock to be issued under the Option Plan.

Liquidity and Financial Condition

Working Capital
	At March 31, 2011		At March 31, 2010			Percentage Increase/ (Decrease)
Current Assets	$	790,522	$	204,130			287	%
Current Liabilities	$	696,129	$	473,345			47	%
Working Capital (Deficit)	$	94,393	$	(269,215	)		135	%

Cash Flows
	Year Ended March 31, 2011			Year Ended March 31, 2010
Net Cash used in Operating Activities	$	(448,777	)	$	(423,906	)
Net Cash used in Investing Activities	$	(10,110	)	$	23,328
Net Cash Provided by Financing Activities	$	1,234,716		$	384,134
Increase (Decrease) in Cash During the Period	$	775,829		$	(16,444	)

We estimate that our expenses over the next 12 months (beginning July 2011) will be approximately US$2,000,000 as described in the table below. These estimates may change significantly depending on the nature of our future business activities and our ability to raise capital from shareholders or other sources.

Specifically, we estimate our operating expenses and working capital requirements for the next 12 months to be as follows:

Description	Target completion date or period	Estimated expenses ($)
Legal and accounting fees	12 months	50,000
Further development of Gamboozle.com	12 months	100,000
Maintenance and refinement of InteliGaming Platform	12 months	325,000
Marketing and advertising	12 months	600,000
Investor relations and capital raising	12 months	300,000
Management and operating costs	12 months	250,000
Consulting fees	12 months	250,000
Hardware purchases	12 months	25,000
General and administrative	12 months	100,000
Total		2,000,000

Future Financings

We will require additional financing in order to enable us to proceed with our plan of operations, as discussed above, including approximately $2,000,000 over the next 12 months to pay for our ongoing expenses. These expenses include legal, accounting and audit fees as well as general and administrative expenses. These cash requirements are in excess of our current cash and working capital resources. Accordingly, we will require additional financing in order to continue operations and to repay our liabilities. There is no assurance that any party will advance additional funds to us in order to enable us to sustain our plan of operations or to repay our liabilities.

We anticipate continuing to rely on equity sales of our common stock in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing stockholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned business activities.

We presently do not have any arrangements for additional financing for the expansion of our exploration operations, and no potential lines of credit or sources of financing are currently available for the purpose of proceeding with our plan of operations.

Contractual Obligations

As a “smaller reporting company”, we are not required to provide tabular disclosure obligations.

Going Concern

We have generated only nominal revenues and are dependent upon obtaining outside financing to carry out our operations and pursue our business development activities. If we are unable to generate future cash flows, raise equity or secure alternative financing, we may not be able to continue our operations and our business plan may fail. You may lose your entire investment.

If our operations and cash flow improve, our management believes that we can continue to operate. However, no assurance can be given that management's actions will result in profitable operations or an improvement in our liquidity situation. The threat of our ability to continue as a going concern will cease to exist only when our revenues have reached a level able to sustain our business operations.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.

Use of Estimates

The preparation of our consolidated financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. We regularly evaluate estimates and assumptions related to the useful life and recoverability of long-lived assets, fair value on share-based payments, and valuation allowances on deferred income tax losses. We base our estimates and assumptions on current facts, historical experience and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by us may differ materially and adversely from our estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Website Development Costs

Website development costs consist of costs incurred to develop internet web sites to promote, advertise, and earn revenue with respect to the Company’s business operations. Costs are capitalized in accordance with ASC 350-50, Intangible Assets – Goodwill and Other - Web Site Development Costs, and are amortized at a rate of 30% per annum commencing when the internet web site has been completed.

Stock-Based Compensation

We record stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation and ASC 505-50, Equity-Based Payments to Non-Employees. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.

Basic and Diluted Net Loss Per Share

We compute net loss per share in accordance with ASC 260, Earnings Per Share which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.

Recent Accounting Pronouncements

Our company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and our company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our financial position or results of operations.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 8. Financial Statements and Supplementary Data

INTELIMAX MEDIA INC.

(A Development Stage Company)

Consolidated Financial Statements

(Expressed in Canadian dollars)

March 31, 2011

Financial Statement Index

Report of Independent Registered Public Accounting Firm	F-1
Consolidated Balance Sheets	F-2
Consolidated Statements of Operations	F-3
Consolidated Statements of Stockholder's Equity (Deficit)	F-4
Consolidated Statements of Cash Flows	F-5
Notes to the Consolidated Financial Statements	F-6

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Intelimax Media Inc.

(A Development Stage Company)

We have audited the accompanying consolidated balance sheets of Intelimax Media Inc. (A Development Stage Company) as of March 31, 2011 and 2010, and the related consolidated statements of operations, stockholders’ equity and cash flows for the years then ended and accumulated from April 17, 2006 (Date of Inception) to March 31, 2011. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of March 31, 2011 and 2010, and the results of its operations and its cash flows for the years then ended and accumulated from April 17, 2006 (Date of Inception) to March 31, 2011, in conformity with accounting principles generally accepted in the United States.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has a working capital deficit and has incurred operating losses since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also discussed in Note 1 to the consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ SATURNA GROUP CHARTERED ACCOUNTANTS LLP

Saturna Group Chartered Accountants LLP

Vancouver, Canada

June 13, 2011

F-1

INTELIMAX MEDIA INC.

(A Development Stage Company)

Consolidated Balance Sheets

(Expressed in Canadian dollars)

	March 31, 2011 $			March 31, 2010 $

Assets

Current Assets

Cash		777,273			1,444
Other receivable		7,649			10,956
Prepaid expenses		5,600			191,730

Total Current Assets		790,522			204,130

Equipment (Note 3)		9,310			11,840
Website development costs (Note 3)		–			224,778

Total Assets		799,832			440,748

Liabilities and Stockholders’ Equity (Deficit)

Current Liabilities

Accounts payable (Note 8)		173,958			372,838
Accrued liabilities (Note 8)		71,745			30,201
Notes payable (Note 4)		439,226			57,906
Due to related parties (Note 8)		11,200			12,400

Total Current Liabilities		696,129			473,345

Nature of Operations and Continuance of Business (Note 1)
Commitments (Note 9)

Stockholders’ Equity (Deficit)

Preferred Stock Authorized: 20,000,000 shares, par value US$0.00001 No shares issued and outstanding		–			–

Common Stock Authorized: 150,000,000 shares, par value US$0.00001 33,963,587 and 26,117,567 shares issued and outstanding, respectively		364			287

Additional paid in capital		4,390,140			2,235,397

Common stock subscribed		–			5,300

Accumulated deficit during the development stage		(4,286,801	)		(2,273,581	)

Total Stockholders’ Equity (Deficit)		103,703			(32,597	)

Total Liabilities and Stockholders’ Equity (Deficit)		799,832			440,748

(The accompanying notes are an integral part of these consolidated financial statements)

F-2

INTELIMAX MEDIA INC.

(A Development Stage Company)

Consolidated Statements of Operations

(Expressed in Canadian dollars)

	For the Year Ended March 31, 2011 $			For the Year Ended March 31, 2010 $			Accumulated from April 17, 2006 (Date of Inception) to March 31, 2011 $

Revenue		2,319			5,680			13,291

Expenses

Amortization		71,069			99,181			308,903
Advertising and promotion		53,244			23,190			181,587
Consulting fees		505,587			457,745			1,136,668
Foreign exchange loss		12,577			741			12,353
General and administrative		132,596			134,413			438,407
Impairment of equipment		14,589			–			14,589
Impairment of website development costs		147,993			–			147,993
Investor relations		417,328			131,621			548,949
Management fees (Note 9)		119,452			169,911			487,363
Professional fees (Note 9)		78,713			81,695			265,471
Wages and benefits		182,661			223,396			517,875

Total Expenses		1,735,809			1,321,893			4,060,158

Operating Loss		(1,733,490	)		(1,316,213	)		(4,046,867	)

Other Income (Expense)

Gain (loss) on forgiveness of debt		(382,665	)		12,091			(370,574	)
Interest income		–			–			1,705

		(382,665	)		12,091			(368,869	)

Net Loss Before Income Taxes		(2,116,155	)		(1,304,122	)		(4,415,736	)

Income tax credits		102,935			78,330			181,265

Net Loss		(2,013,220	)		(1,225,792	)		(4,234,471	)

Net loss per share, basic and diluted		(0.07	)		(0.03	)

Weighted average shares outstanding		28,318,000			49,006,000

(The accompanying notes are an integral part of these consolidated financial statements)

F-3

INTELIMAX MEDIA INC.

(A Development Stage Company)

Consolidated Statements of Stockholders’ Equity (Deficit)

(Expressed in Canadian dollars)

													Deficit
													Accumulated
							Additional			Common			During the
	Common Stock						Paid-In			Stock			Development
	Shares #			Amount $			Capital $			Subscribed $			Stage $			Total $
Balance – April 17, 2006 (Date of Inception)		–			–			–			–			–			–

Issuance of common stock for cash at $0.001 per share		7,400,002			7,400			–			–			–			7,400

Share subscriptions received		–			–			–			166,033			–			166,033

Net loss for the period		–			–			–			–			(196,834	)		(196,834	)

Balance – March 31, 2007		7,400,002			7,400			–			166,033			(196,834	)		(23,401	)

Issuance of common stock for cash at $0.001 per share		1,250,000			1,250			–			–			–			1,250

Issuance of common stock for cash at $0.15 per share		6,042,155			906,223			–			(166,033	)		–			740,190

Issuance of common stock for services rendered		120,000			18,000			–			–			–			18,000

Share issuance costs					(36,300	)		–			–			–			(36,300	)

Net loss for the year		–			–			–			–			(353,904	)		(353,904	)

Balance – March 31, 2008		14,812,157			896,573			–			–			(550,738	)		345,835

Issuance of common stock for cash at $0.25 per share		785,000			196,250			–			–			–			196,250

Share subscriptions received								–			83,000			–			83,000

Net loss for the year		–			–			–			–			(444,721	)		(444,721	)

Balance – March 31, 2009		15,597,157			1,092,823			–			83,000			(995,459	)		180,364

Issuance of common stock for cash at $0.25 per share		412,000			103,000			–			(83,000	)		–			20,000

May 28, 2009, Reverse Merger and Amalgamation Transaction (Note 3)
Shares acquired by legal parent		(16,009,157	)		(1,195,823	)		–			–			–			(1,195,823	)
Issuance of shares to Intelimax and Cicero		23,349,567			259			1,228,894			–			(33,330	)		1,195,823
Net liabilities assumed on reverse merger		–			–			–			–			(19,000	)		(19,000	)

Issuance of common stock for cash at $0.11 per share		575,000			6			62,124			–			–			62,130

Issuance of common stock for cash at $0.42 per share		610,000			6			256,292			–			–			256,298

Issuance of common stock for cash at $0.10 per share		68,000			1			6,999			–			–			7,000

Share issuance costs		–			–			(24,500	)		–			–			(24,500	)

Issuance of common stock for services		1,515,000			15			539,865			–			–			539,880

Share subscriptions received		–			–			–			5,300			–			5,300

Stock-based compensation		–			–			165,723			–			–			165,723

Net loss for the year		–			–			–			–			(1,225,792	)		(1,225,792	)

Balance – March 31, 2010		26,117,567			287			2,235,397			5,300			(2,273,581	)		(32,597	)

(The accompanying notes are an integral part of these consolidated financial statements)

F-4

INTELIMAX MEDIA INC.

(A Development Stage Company)

Consolidated Statements of Stockholders’ Equity (Deficit)

(Expressed in Canadian dollars)

													Deficit
													Accumulated
							Additional			Common			During the
	Common Stock						Paid-In			Stock			Development
	Shares			Amount			Capital			Subscribed			Stage			Total
	$			$			$			$			$			$

Balance – March 31, 2010		26,117,567			287			2,235,397			5,300			(2,273,581	)		(32,597	)

Issuance of common stock for services		2,460,000			23			560,439			–			–			560,462

Issuance of common stock for cash at $0.25 per share upon exercise of options		100,000			1			24,999			–			–			25,000

Issuance of common stock for cash at $0.41 per share		250,000			3			103,132			–			–			103,135

Issuance of common stock for cash at $0.42 per share		12,500			–			5,300			(5,300	)		–			–

Issuance of common stock for cash at $0.20 per share		3,195,000			32			642,376			–			–			642,408

Issuance of common stock for cash at $0.21 per share		472,000			5			97,848			–			–			97,853

Shares issued to settle debt		1,654,020			16			674,380			–			–			674,396

Return of shares		(297,500	)		(3	)		3			–			–			–

Share issuance costs		–			–			(15,000	)		–			–			(15,000	)

Stock based compensation		–			–			61,266			–			–			61,266

Net loss for the year		–			–			–			–			(2,013,220	)		(2,013,220	)

Balance – March 31, 2011		33,963,587			364			4,390,140			–			(4,286,801	)		103,703

(The accompanying notes are an integral part of these consolidated financial statements)

F-5

INTELIMAX MEDIA INC.

(A Development Stage Company)

Consolidated Statements of Cash Flows

(Expressed in Canadian dollars)

	For the Year Ended March 31, 2011 $			For the Year Ended March 31, 2010 $			Accumulated from April 17, 2006 (Date of Inception) to March 31, 2011 $

Operating activities

Net loss for the period		(2,013,220	)		(1,225,792	)		(4,234,471	)

Adjustments to reconcile net loss to net cash used in operating activities:
Amortization		71,069			99,181			308,903
Loss (Gain) on forgiveness of debt		394,756			(12,091	)		382,665
Issuance of shares for services		560,462			354,278			914,740
Stock-based compensation		61,266			165,723			244,989
Impairment of equipment		14,589			–			14,589
Impairment of website development costs		147,993			–			147,993

Changes in operating assets and liabilities:
Other receivable		3,307			(8,248	)		(7,636	)
Prepaid expense		186,130			3,927			180,002
Accounts payable and accrued liabilities		126,071			198,716			487,823
Due to related parties		(1,200	)		400			11,200

Net Cash Used In Operating Activities		(448,777	)		(423,906	)		(1,549,203	)

Investing Activities

Cash acquired on acquisition		–			34,365			34,365
Purchase of equipment		(9,310	)		(1,499	)		(38,964	)
Purchase of website development costs		(800	)		(9,538	)		(445,598	)

Net Cash Provided By (Used In) Investing Activities		(10,110	)		23,328			(450,197	)

Financing activities

Proceeds from loans payable		436,320			62,906			499,226
Proceeds from issuance of common shares		868,396			350,728			2,384,447
Repayment of loans payable		(55,000	)		(5,000	)		(60,000	)
Share issuance costs		(15,000	)		(24,500	)		(47,000	)

Net Cash Provided by Financing Activities		1,234,716			384,134			2,776,673

Increase (Decrease) in Cash		775,829			(16,444	)		777,273

Cash – Beginning of Period		1,444			17,888			–

Cash – End of Period		777,273			1,444			777,273

Non-cash investing and financing activities:

Shares issued for share issuance costs

–

28,800

Supplemental disclosures:

Interest paid

–

Income tax paid

–

(The accompanying notes are an integral part of these consolidated financial statements)

F-6

INTELIMAX MEDIA INC.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

Year ended March 31, 2011

(Expressed in Canadian dollars)

1. Nature of Operations and Continuance of Business

The Company was formed as a result of the merger of Cicero Resources Corp. (“Cicero”) and Intelimax Media Inc. (“Intelimax”) effective May 28, 2009. Cicero was incorporated on October 19, 2007 under the laws of the State of Nevada and Intelimax was incorporated on April 17, 2006 under the laws of the Province of British Columbia. Intelimax was a private operating company, and Cicero was an inactive shell public company. The merger was accounted for as a “reverse merger” using the purchase method of accounting, with the former shareholders of Intelimax controlling 69% of the issued and outstanding common shares of the Company after the closing of the amalgamation transaction. Accordingly, Intelimax is deemed to be the acquirer for accounting purposes, and a continuation of Intelimax.

The Company is a Development Stage Company, as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, Development Stage Entities and is an internet media and advertising company that specializes in the development and management of industry-specific websites and portals focusing on new media, online games, search, publishing, and media sales.

These consolidated financial statements have been prepared on the going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. As at March 31, 2011, the Company has an accumulated deficit of $4,286,801. The continued operations of the Company are dependent on its ability to generate future cash flows from operations or obtain additional financing. These factors raise substantial doubt about the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments to the recorded assets or liabilities that might be necessary should the Company be unable to continue as a going concern.

2. Significant Accounting Policies

(a) Basis of Presentation and Principles of Consolidation

The consolidated financial statements and the related notes of the Company are prepared in accordance with generally accepted accounting principles in the United States and are expressed in Canadian dollars. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Gamboozle Media Inc., and Global Climate Seek Inc. All inter-company accounts and transactions have been eliminated. The Company’s fiscal year-end is March 31.

(b) Use of Estimates

The preparation of these consolidated financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the useful life and recoverability of long-lived assets, fair value of share-based payments, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.

F-7

INTELIMAX MEDIA INC.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

Year ended March 31, 2011

(Expressed in Canadian dollars)

2. Significant Accounting Policies (continued)

(d) Website Development Costs

(e) Equipment

Equipment is stated at cost and is amortized on a declining basis, at the following rates:

Office Furniture and Equipment	20%
Computer Hardware	30%
Computer Software	100%

(f) Impairment of Long-Lived Assets

In accordance with ASC 360, Property, Plant and Equipment, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.

(g) Revenue Recognition

The Company recognizes revenue from online advertising sales in accordance with Securities and Exchange Commission ASC 605, Revenue Recognition. The Company accounts for revenue as a principal using the guidance in ASC 605. Revenue consists of the sale of online advertising and is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the product is shipped, and collectibility is reasonably assured.

(h) Comprehensive Loss

ASC 220, Comprehensive Income establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at March 31, 2011 and 2010, the Company had no items that affected comprehensive loss.

F-8

INTELIMAX MEDIA INC.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

Year ended March 31, 2011

(Expressed in Canadian dollars)

2. Significant Accounting Policies (continued)

(i) Income Taxes

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Income Taxes. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. As of March 31, 2011 and 2010, the Company did not have any amounts recorded pertaining to uncertain tax positions.

The Company files federal and provincial income tax returns in Canada, as applicable. For Canadian income tax returns, the open taxation years range from 2008 to 2010. Tax authorities of Canada have not audited any of the Company’s, or its subsidiaries’, income tax returns for the open taxation years noted above.

The Company recognizes interest and penalties related to uncertain tax positions in tax expense. During the years ended March 31, 2011 and 2010, there were no charges for interest or penalties.

(j) Stock-Based Compensation

The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation and ASC 505-50, Equity-Based Payments to Non-Employees. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.

(k) Foreign Currency Translation

The Company’s functional currency and its reporting currency is the Canadian dollar and foreign currency transactions are primarily undertaken in United States dollars. The financial statements of the Company are translated to Canadian dollars in accordance with ASC 830, Foreign Currency Translation Matters, using the exchange rate prevailing at the balance sheet date. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.

(l) Basic and Diluted Net Loss Per Share

The Company computes net loss per share in accordance with ASC 260, Earnings Per Share which requires presentation of both basic and diluted earnings per share (EPS) on the face of the consolidated statement of operations. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.

F-9

INTELIMAX MEDIA INC.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

Year ended March 31, 2011

(Expressed in Canadian dollars)

2. Significant Accounting Policies (continued)

(m) Financial Instruments and Fair Value Measures

The Company’s financial instruments consists of cash, other receivables, accounts payable and accrued liabilities, notes payable, and amounts due to related parties. Pursuant to ASC 820, Fair Value Measurements and Disclosures, the fair value of our cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. Management believes that the recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

The Company’s operations are in Canada, which results in exposure to market risks from changes in foreign currency rates. The financial risk is the risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.

(n) Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

(o) Reclassifications

Certain reclassifications have been made to the prior period’s financial statements to conform to the current period.

3. Equipment and Website Development Costs

							March 31,		March 31
							2011		2010
			Accumulated				Net Carrying		Net Carrying
	Cost		Amortization		Impairment		Value		Value
	$		$		$		$		$

Computer Hardware		16,612		9,716		3,831		3,065		5,471
Computer Software		3,915		3,915		–		–		750
Office Furniture		18,438		7,698		4,495		6,245		5,619

		38,965		21,329		8,326		9,310		11,840
Website Development Costs		441,831		287,574		154,257		–		224,778
		480,796		308,903		162,583		9,310		236,618

4. Notes Payable

a)	As at March 31, 2011, the Company had a short term note payable of $2,906 owing to a shareholder of the Company. The note is unsecured, due interest at 3.5% per annum, and due on demand.

On October 1, 2009, the Company received an advance of $10,000.The loan bears interest at 4% per annum and is due on demand. As at March 31, 2011, $7,500 of the loan has been repaid and the Company issued 13,400 units to settle the remaining $2,500 of principal and $240 of accrued interest. Each unit consisted of one common share and one share purchase warrant. Each share purchase warrant entitles the holder to acquire an additional common share at an exercise price of US$0.30 per share. These warrants expire on March 30, 2013. The Company recorded a loss on the fair value of the debt of $6,335 equal to the difference between the fair value of the common shares and warrants and the debt settled.

F-10

INTELIMAX MEDIA INC.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

Year ended March 31, 2011

(Expressed in Canadian dollars)

4. Notes Payable (continued)

On November 10, 2010, December 1, 2010, December 21, 2010, February 4, 2011 and February 14, 2011, the Company issued notes payable of US$20,000, US$30,000, US$128,445, US$100,000 and US$20,000, respectively. The notes are unsecured, due interest at 15% per annum, and due on demand. On March 15, 2011, the Company issued 1,505,620 units to settle the outstanding debt. Each unit consisted of one common share and one share purchase warrant. Each share purchase warrant entitles the holder to acquire an additional common share at an exercise price of US$0.30 per share. These warrants expire on March 15, 2013. The Company recorded a loss on the fair value of the debt of $343,676 equal to the difference between the fair value of the common shares and warrants and the debt settled.

d)	On March 15, 2011, the Company issued a note payable of $436,320 (US$450,000). The note is unsecured, due interest at 15% per annum, and due on demand.

e)	As at March 31, 2010, the Company had a short term note payable of $50,000 owing to a shareholder of the Company. During the year ended March 31, 2011, the Company repaid the note and $9,625 of interest payable.

5. Common Stock

Shares issued during the year ended March 31, 2011:

a)	On April 1, 2010, the Company issued 30,000 shares of the Company’s common stock for $7,712 in consulting services.

b)	On April 30, 2010, the Company issued 100,000 shares of the Company's common stock upon the exercise of stock options for cash proceeds of $25,000.

On May 14, 2010, the Company issued 250,000 units for proceeds of $103,135. Each unit consisted of one common share and one share purchase warrant. Each share purchase warrant entitles the holder to acquire an additional common share at an exercise price of US$0.60 per share. These warrants expire on May 14, 2012.

On May 31, 2010, the Company issued 12,500 units for proceeds of $5,300, which were received and included in common stock subscribed as at March 31, 2010. Each unit consisted of one common share and one share purchase warrant. Each share purchase warrant entitles the holder to acquire an additional common share at an exercise price of US$0.60 per share. These warrants expire on May 31, 2012.

On August 1, 2010, the Company issued 205,000 units for proceeds of $41,531. Each unit consisted of one common share and one share purchase warrant. Each share purchase warrant entitles the holder to acquire an additional common share at an exercise price of US$0.30 per share. These warrants expire on August 1, 2012.

On August 2, 2010, the Company issued 25,000 units for proceeds of $4,983. Each unit consisted of one common share and one share purchase warrant. Each share purchase warrant entitles the holder to acquire an additional common share at an exercise price of US$0.30 per share. These warrants expire on August 2, 2012.

g)	On August 11, 2010, the Company issued 30,000 shares of the Company’s common stock for $5,197 of consulting services.

h)	On September 9, 2010, the Company issued 400,000 shares of the Company’s common stock for $20,790 of consulting services. The fair value of the shares issued was $115,774 and the Company recorded a loss on the settlement of debt of $94,984.

F-11

INTELIMAX MEDIA INC.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

Year ended March 31, 2011

(Expressed in Canadian dollars)

5. Common Stock (continued)

On September 20, 2010, the Company issued 222,000 units for proceeds of $45,853. Each unit consisted of one common share and one share purchase warrant. Each share purchase warrant entitles the holder to acquire an additional common share at an exercise price of US$0.30 per share. These warrants expire on September 20, 2012.

On September 21, 2010, the Company issued 620,000 units for proceeds of $126,893. Each unit consisted of one common share and one share purchase warrant. Each share purchase warrant entitles the holder to acquire an additional common share at an exercise price of US$0.30 per share. These warrants expire on September 21, 2012.

k)	On September 21, 2010, the Company issued 500,000 shares of the Company’s common stock for $77,963 of consulting services.

l)	On October 1, 2010, the Company issued 250,000 units for proceeds of $52,000. Each unit consisted of one common share and one share purchase warrant. Each share purchase warrant entitles the holder to acquire an additional common share at an exercise price of US$0.30 per share for two years.

m)	On October 1, 2010, the Company issued 35,000 shares of the Company’s common stock for $8,925 of consulting services. The fair value of the shares issued was $7,144 and the Company recorded a gain on the settlement of debt of $1,781.

n)	On October 22, 2010, the Company issued 100,000 shares of the Company’s common stock for $15,623 of consulting services. The fair value of the shares issued was $18,484 and the Company recorded a loss on the settlement of debt of $2,861.

o)	On November 19, 2010, the Company issued 50,000 units for proceeds of $10,000. Each unit consisted of one common share and one share purchase warrant. Each share purchase warrant entitles the holder to acquire an additional common share at an exercise price of US$0.30 per share for two years.

p)	On November 20, 2010, the Company issued Company issued 100,000 shares of the Company’s common stock for $10,000 of consulting services.

q)	On December 6, 2010, a consultant returned for no consideration, 297,500 shares of common stock previously issued for consulting services. The Company cancelled the shares.

r)	On January 1, 2011, the Company issued Company issued 625,000 shares of the Company’s common stock for $136,758 of consulting services.

s)	On January 15, 2011, the Company issued Company issued 750,000 shares of the Company’s common stock for $200,354 of consulting services.

t)	On January 27, 2011, the Company issued 25,000 shares of common stock with a fair value of $6,704 for services rendered by an employee.

u)	On March 15, 2011, the Company issued 45,000 units for proceeds of $9,000. Each unit consisted of one common share and one share purchase warrant. Each share purchase warrant entitles the holder to acquire an additional common share at an exercise price of US$0.30 per share for two years.

On March 15, 2011, the Company issued 1,505,620 units to settle $298,445 of notes payable and $2,679 of accrued interest. Each unit consisted of one common share and one share purchase warrant. Each share purchase warrant entitles the holder to acquire an additional common share at an exercise price of US$0.30 per share. These warrants expire on March 15, 2013. The Company recorded a loss on the fair value of the debt of $343,676, equal to the difference between the fair value of the common shares and warrants and the debt settled.

F-12

INTELIMAX MEDIA INC.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

Year ended March 31, 2011

(Expressed in Canadian dollars)

5. Common Stock (continued)

w)	On March 15, 2011, the Company issued 2,250,000 units for proceeds of $450,000. Each unit consisted of one common share and one share purchase warrant. Each share purchase warrant entitles the holder to acquire an additional common share at an exercise price of US$0.30 per share for two years.

On March 30, 2011, the Company issued 13,400 units to settle $2,500 of notes payable and $240 of accrued interest. Each unit consisted of one common share and one share purchase warrant. Each share purchase warrant entitles the holder to acquire an additional common share at an exercise price of US$0.30 per share. These warrants expire on March 30, 2013. The Company recorded a loss on the fair value of the debt of $6,335 equal to the difference between the fair value of the common shares and warrants and the debt settled.

Shares issued during the year ended March 31, 2010:

a)	On March 31, 2010, the Company issued 20,000 common shares with a fair value of $7,952 to a director as compensation for services pursuant to an agreement.

b)	On March 23, 2010, the Company issued 30,000 common shares with a fair value of $12,701 to a consultant as compensation for services.

c)	On February 11, 2010, the Company issued 75,000 common shares with a fair value of $31,536 to a consultant as compensation for services. In addition, the Company also issued 500,000 stock options with a fair value of $128,697 pursuant to the consulting agreement.

On February 1, 2010, the Company issued 300,000 units with a fair value of $130,675 to a consultant pursuant to the consulting agreement described in Note 10(f). Each unit consisted of one common share and one share purchase warrant to acquire an additional common share at an exercise price of US$0.55 per share for 2 years.

e)	On January 22, 2010, the Company issued 20,000 common shares with a fair value of $8,411 to a director as compensation for services pursuant to an agreement.

f)	On January 19, 2010, the Company issued 200,000 common shares with a fair value of $103,070 to a consultant as compensation for services pursuant to a consulting agreement.

g)	On January 11, 2010, the Company issued 50,000 common shares with a fair value of $25,837 to a consultant as compensation for services performed for the company.

h)	On December 31, 2009, the Company issued 320,000 common shares with a fair value of $164,797 to consultants as compensation for services.

On December 10, 2009, the Company issued 610,000 units for proceeds of $256,298. Each unit consisted of one common share and one share purchase warrant. Each share purchase warrant entitles the holder to acquire an additional common share at an exercise price of US$0.60 per share. These warrants expire on December 10, 2011. The Company paid a finder’s fee of $24,500 as part of the private placement.

j)	On November 20, 2009, the Company issued 68,000 common shares for proceeds of $7,000.

k)	On September 9, 2009, the Company issued 500,000 common shares with a fair value of $54,900 pursuant to two consulting agreements.

l)	On August 16, 2009, the Company issued 400,000 common shares for proceeds of $42,880.

m)	On August 4, 2009, the Company issued 175,000 common shares for proceeds of $19,250.

n)	On May 28, 2009, as part of the merger between Cicero and Intelimax, the Company issued 7,340,410 common shares to shareholders of Cicero and cancelled all issued and outstanding common shares of Cicero.

During the year ended March 31, 2010, the Company issued 412,000 units for proceeds of $103,000, of which $83,000 were from common share subscriptions received prior to March 31, 2009. Each unit consisted of one common shares and one share purchase warrant. Each share purchase warrant entitles the investor to acquire an additional common share at an exercise price of $0.50 per share and expire on May 28, 2010.

F-13

INTELIMAX MEDIA INC.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

Year ended March 31, 2011

(Expressed in Canadian dollars)

6. Stock Options

The Company adopted a Stock Compensation Plan (“Stock Plan”) and Stock Option Plan (“Option Plan”) dated December 11, 2009 under which the Company is authorized to grant up to a total of 1,000,000 shares of common stock and stock options to acquire up to a total of 1,000,000 shares of common stock. The Company will not issue any stock compensation under the Stock Plan or Option Plan for any services related to investor relations or capital raising activities. At March 31, 2011, the Company had 240,000 shares of common stock available to be issued under the Stock Plan and options to acquire 1,000,000 shares of common stock to be issued under the Option Plan.

On April 30, 2010, the Company issued stock options to acquire 100,000 shares of common stock at an exercise price of $0.25 for a period of one year. The Company recorded the fair value of the options of $26,845 as consulting expense.

On September 29, 2010, the Company issued stock options to acquire 250,000 shares of common stock at an exercise price of $0.10 for two years. The Company recorded the fair value of the options of $34,421 as consulting expense.

A summary of the changes in the Company’s stock options is presented below:

	Number of Options			Weighted Average Exercise Price		Weighted-Average Remaining Contractual Term (years)		Aggregate Intrinsic Value
						$		$

Outstanding, March 31, 2009		–			–

Granted		500,000			0.15

Outstanding, March 31, 2010		500,000			0.15

Granted		350,000			0.14
Exercised		(100,000	)		0.25

Outstanding and Exercisable, March 31, 2011		750,000			0.13		1.09		162,500

The weighted average fair value of options granted during the year ended March 31, 2011 was $0.18 per option (2010 – $0.42). The fair value of the options granted was measured at the grant date using the Black-Scholes option pricing model with the following weighted average assumptions:

	2011			2010

Expected dividend yield		0	%		0	%
Risk-free interest rate		0.50	%		0.91	%
Expected volatility		153	%		125	%
Expected option life (in years)		1.71			2	%

At March 31, 2011 and 2010, the Company had no unvested options and no unrecognized compensation costs.

F-14

INTELIMAX MEDIA INC.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

Year ended March 31, 2011

(Expressed in Canadian dollars)

7. Share Purchase Warrants

The following table summarizes the continuity of share purchase warrants:

	Number of Warrants			Weighted Average Exercise Price $

Balance, March 31, 2009		785,000			0.50

Issued		1,322,000			0.56

Balance, March 31, 2010		2,107,000			0.53

Issued		5,448,520			0.31
Expired		(1,197,000	)		0.50

Balance, March 31, 2011		6,358,520			0.35

As at March 31, 2011, the following share purchase warrants were outstanding:

Number of Warrants	Exercise Price	Expiry Date

610,000	US$0.60	December 11, 2011
300,000	US$0.55	February 1, 2012
250,000	US$0.60	May 14, 2012
12,500	US$0.60	May 31, 2012
205,000	US$0.30	August 1, 2012
25,000	US$0.30	August 2, 2012
222,000	US$0.30	September 20, 2012
620,000	US$0.30	September 21, 2012
250,000	US$0.30	October 1, 2012
50,000	US$0.30	November 19, 2012
3,800,620	US$0.30	March 15, 2013
13,400	US$0.30	March 30, 2013

6,358,520

The share purchase warrants do not meet the characteristics of an embedded derivative in accordance with ASC 815-10-15-130, as the warrants are not readily convertible to cash given the number of common shares to be exchanged is significant relative to the normalized daily transaction volume of the Company’s common shares. The Company will continue to evaluate whether the Company’s common shares are readily convertible to cash and will account for a derivative if the Company meets the conditions of ASC 815 for derivative liabilities.

8. Related Party Transactions

a)	During the year ended March 31, 2011, the Company incurred $104,952 (2010 - $180,161) of management and professional fees to directors of the Company.

b)	As at March 31, 2011, accounts payable and accrued liabilities include $73,391 (2010 - $209,215) owing to management, officers, and directors of the Company. The amounts are unsecured, non-interest bearing, and due on demand.

c)	As at March 31, 2011, the Company owed $11,200 (2010 - $12,400) to two directors of the Company for general expenditures. The amount owing is unsecured, non-interest bearing, and due on demand.

F-15

INTELIMAX MEDIA INC.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

Year ended March 31, 2011

(Expressed in Canadian dollars)

8. Related Party Transactions

d)	During the year ending March 31, 2011, a former director forgave $47,123 of amounts owed by the Company.

9. Commitments

In August 2008, the Company entered into a License Grant and Asset Purchase Agreement (the “Agreement”) with Fireswirl Technologies Inc. (“Fireswirl”), a company registered under the Business Corporations Act of British Columbia. Under the terms of the Agreement, the Company is obligated for revenue sharing payments and acquisition of assets held by Fireswirl under the following terms:

Revenue Sharing Payments

10% of the revenues earned from the technology, during the period from inception of the Agreement to a period of the lesser of eighteen months from the inception of the Agreement or when the Company becomes a listed publicly-traded company (the “Initial Revenue Sharing Term”), subject to a maximum revenue sharing payment of $725,000; and

ii.	20% of the revenues earned from the technology, during the period from the first day following the Initial Revenue Sharing Term to a maximum revenue sharing payment of $1,100,000 or when the Agreement is cancelled by either party (the “Full Payment Date”), whichever occurs first;

Asset Acquisition

iii.

the Company will purchase a non-exclusive right to the licences held by Fireswirl, which will be used by Gamboozle Media Inc., a wholly-owned subsidiary of the Company, in exchange for 1,500,000 common shares of the Company, payable at the earlier of when the Company becomes a listed publicly-traded company or the Full Payment Date.

As at March 31, 2011, the Company have not earned revenues that are subject to the revenue-sharing payments and have not acquired the licenses.

On January 15, 2011, the Company entered into a consulting agreement. Pursuant to the agreement the consultant will provide consulting services for six months in consideration for 500,000 shares of common stock and a monthly fee of US$10,000. On January 15, 2011, the Company issued 500,000 shares to the consultant.

10. Income Taxes

The Company has net operating losses carried forward of $3,646,995 available to offset taxable income in future years which expires in beginning in fiscal 2027. Future tax benefits, which may arise as a result of these losses, have not been recognized in these consolidated financial statements, and have been offset by a valuation allowance.

The Company is subject to Canadian federal and provincial income taxes at an approximate rate of 28.0%. The reconciliation of the provision for income taxes at the Canadian combined statutory rate compared to the Company’s income tax expense as reported is as follows:

	2011 $			2010 $

Income tax recovery at statutory rate		(563,702	)		(362,834	)
Permanent differences and other		74,541			59,901
Change in tax rates		39,107			58,464
Change in valuation allowance		450,054			244,469

Provision for income taxes		–			–

F-16

INTELIMAX MEDIA INC.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

Year ended March 31, 2011

(Expressed in Canadian dollars)

10. Income Taxes (continued)

The significant components of deferred income tax assets and liabilities as at March 31, 2011 and 2010 are as follows:

	2011 $			2010 $

Net operating losses carried forward		911,749			501,549
Share issuance costs		8,490			8,530
Property and equipment		39,894			–
Valuation allowance		(960,133	)		(510,079	)

Net deferred tax asset		–			–

The following table lists the fiscal year in which the loss was incurred and the expiration date of the operating losses:

Period Incurred	Net Operating Loss $		Expiry Date

2007		195,502		2027
2008		362,048		2028
2009		442,640		2029
2010		1,232,069		2030
2011		1,414,736		2031

		3,646,995

11. Subsequent Events

a)	On January 1, 2011, the Company entered into a service agreement for event and production services in consideration for compensation of 150,000 common shares of the Company. The term of the agreement is for 90 days commencing April 1, 2011.

b)	On April 6, 2011, the Company entered into a service agreement for website and multimedia development services in consideration for compensation of US$250,000.

On April 16, 2011, the Company entered into a service agreement for the provision of marketing and promotional services until December 31, 2011, in consideration for the issuance of 450,000 shares of the Company’s common stock. On April 16, 2011, the Company issued 450,000 common shares to the consultant.

On April 29, 2011, the Company entered into a service agreement for the provision of website development, design and marketing services for one year, in consideration for the issuance of 500,000 shares of the Company’s common stock. On April 29, 2011, the Company issued 500,000 units to the consultant.

On April 29, 2011, the Company entered into a subscription agreement for the issuance 110,000 units at a subscription price of US$0.20 for total proceeds of US$22,000. Each unit consists of one common share and one warrant to purchase one share of the Company’s common stock at US $0.30 for a period of two years.

F-17

INTELIMAX MEDIA INC.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

Year ended March 31, 2011

(Expressed in Canadian dollars)

11. Subsequent Events (continued)

f)	On May 1, 2011, the Company entered into a consulting agreement for marketing and promotional services for a period of one year for compensation of up to $5,000 per month and 250,000 common shares of the Company. On May 1, 2011, the Company issued 250,000 common shares to the consultant.

On May 2, 2011, the Company issued a note payable of US$30,000. The note is unsecured, due interest at 15% per annum, and due on demand. On June 23, 2011, the Company entered into a debt settlement agreement to settle the $30,000 loan payable. The Company settled $30,000 of principal and $942 of accrued interest by issuing 103,142 units. Each unit issued consists of one common share and one half warrant to purchase one share of the Company’s common stock at US $0.75 for a period of two years. On June 23, 2011, the Company issued 103,142 units.

On May 4, 2011, the Company entered into a subscription agreement for the issuance of 250,000 units at a subscription price of US$0.20 for total proceeds of US$50,000. Each unit consists of one common share and one warrant to purchase one share of the Company’s common stock at US$0.30 for a period of two years.

On May 6, 2011, the Company entered into a consulting agreement for a period of up to two years in consideration for $7,500 and 100,000 common shares of the Company, an option to purchase 100,000 shares of the Company for one year at $0.35 per share and $5 per new subscriber to the Company’s website using the consultant’s promotional code during the term of the contract. On May 6, 2011, the Company issued 100,000 common shares to the consultant.

j)	On May 17, 2011, the Company issued 25,000 shares of the Company’s common stock to an employee as a bonus for services rendered.

On May 20, 2011, the Company entered into a settlement and release agreement. Pursuant to the agreement, a consultant released the Company from any and all claims and demands relating to the Company’s website in consideration for $1,000 and the issuance of 5,000 shares of the Company’s common stock. On May 20, 2011, the Company issued 5,000 common shares pursuant to the agreement.

l)	On May 27, 2011, the Company issued 500,000 shares of the Company's common stock upon the exercise of stock options for cash proceeds of $75,000.

m)	On May 27, 2011, the Company issued stock options to acquire 500,000 shares of common stock at an exercise price of $0.23 for two years.

On June 10, 2011, the Company entered into a debt settlement agreement to settle the loan payable described in Note 4(d). The Company settled $450,000 of principal and $14,136 of accrued interest by issuing 1,547,119 units. Each unit consists of one common share and one half warrant to purchase one share of the Company’s common stock at US $0.75 for a period of two years. On June 23, 2011, the Company issued 1,547,119 units.

F-18

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

There were no disagreements with our accountants related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope or procedure during the two fiscal years and subsequent interim periods.

Item 9A. Controls and Procedures

Our management, with the participation of our principal executive officer (CEO) and principal financial officer (CFO), evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended ( the “Exchange Act”)) as of the end of the period covered by this report. Based on this evaluation, the CEO and CFO has concluded that, as of the end of such period, our disclosure controls and procedures were not effective to ensure that information that is required to be disclosed by us in the reports we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure. The reasons for this finding were the weaknesses in our internal control over financial reporting enumerated below.

Management’s Annual Report on Internal Control over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervision and with the participation of our management, including our president (our principal executive officer, principal accounting officer and principal financial officer), we conducted an evaluation of the effectiveness of our internal control over financial reporting as of March 31, 2011 using the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of March 31, 2011, our company determined that there were control deficiencies that constituted material weaknesses, as described below:

We did not maintain appropriate financial reporting controls – As of March 31, 2011, our company has not maintained sufficient internal controls over financial reporting for the financial reporting process. As at March 31, 2011, our company did not have sufficient financial reporting controls with respect to timely financial reporting and the ability to process complex accounting issues such as calculation and recording of stock-based compensation.

We do not have a financial expert on our Board of Directors – The majority of our Board of Directors also acts on the Audit Committee in providing necessary oversight over our financial reporting process and management. Currently, our Board of Directors does not have a financial expert which increases the likelihood of financial reporting errors and deficiencies in implementing relevant financial reporting standards.

Accordingly, our company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by our company’s internal controls.

As a result of the material weaknesses described above, management has concluded that our company did not maintain effective internal control over financial reporting as of March 31, 2011 based on criteria established in Internal Control—Integrated Framework issued by COSO.

Saturna Group Chartered Accountants LLP, our independent registered public auditors, was not required to and has not issued an attestation report concerning the effectiveness of our internal control over financial reporting as of March 31, 2011 pursuant to temporary rules of the Securities and Exchange Commission that permit our company to provide only management’s report in this annual report.

Changes in Internal Controls.

During the period ended March 31, 2011, there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

All directors of our company hold office until the next annual meeting of the security holders or until their successors have been elected and qualified. The officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office. Our directors and executive officers, their ages, positions held, and duration as such, are as follows:

Name	Position Held with the Company	Age	Date First Elected or Appointed
Glenn Little	President, Chief Executive Officer, Chief Financial Officer, Secretary and Director	56	November 16, 2010
Michael Young	Director	48	April 28, 2009
Richard Skujins	Director	40	May 28, 2009

Business Experience

The following is a brief account of the education and business experience during at least the past five years of each director, executive officer and key employee of our company, indicating the person’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.

Glenn Little - President, Chief Executive Officer, Chief Financial Officer, Secretary and Director

Glenn Little was appointed as president, chief executive officer and director on November 16, 2010.

Glenn Little brings extensive business and public company experience in the Media sector. For the past five years, Mr. Little has been working with the Company as a consultant by providing certain corporate development activities such as company financing, marketing, and investor relations. From 1999 to 2005, Mr. Little was a director and provided certain corporate development services for Stream Communications Network & Media Inc. (“Stream”). From 1993 to 1999, he was vice president and director of Trooper Technologies Inc., a TSX.V listed company operating in the environmental waste management sector.

Michael Young - Director

Michael Young has been a director since April 28, 2009. Mr. Young was also appointed as our President and Secretary on May 28, 2009 in connection with the closing of our merger with Intelimax and resigned as an officer on March 25, 2010.

Mr. Young was the President and founder of Intelimax since April 2006. He is also currently CEO and Director of Carbon Friendly Solutions Inc. an environmental company listed on the TSX Venture Exchange focusing on wood waste utilization and the development of bio energy products that offset the use of fossil fuels to reduce carbon emissions.

From June 2005 to July 2006, he was Director and Corporate Secretary for Stream Communications Network & Media Inc., and responsible for Corporate Development and Public Relations of Stream since October 2000. During his time with Stream the company grew from start up to 65,000 subscribers and raised over US$15 million of private debt and equity to accomplish its growth objectives.

From 1994 to present Mr. Young has been helping individuals and small businesses achieve both short and long term financial security goals acting as a self-employed independent consultant. Mr. Young is a graduate of the Certified Financial Planning Education Program from the Financial Advisors Association of Canada and the British Columbia Institute of Technology, where he studied Business Administration.

Richard Skujins - Director

Mr. Skujins was appointed as a director on May 28, 2009.

Mr. Skujins has over 16 years of business experience as owner, operator and investor with various private companies in the construction, roofing, IT and restaurant sectors. From 1992 to the present Mr. Skujins has been the principal owner and operator of Cambie Roofing and Drainage. Cambie Roofing has been a successful family operated commercial and residential roofing and drainage company for over 50 years in British Columbia.

Conflicts of Interest

Michael Young, our Director, also serves as the Chief Executive Officer and director of Carbon Friendly Solutions, Inc. (“Carbon Friendly”). While we do not expect this entity to compete with us as it is not engaged in the online gaming or software businesses, Mr. Young has a fiduciary duty to Carbon Friendly Solutions, Inc and may not present business opportunities to us unless this entity has first declined to accept them. Though the ClimateSeek.com business model and the Carbon Friendly business model are both based on revenue production from environmentally conscious activities, we do not anticipate any material business opportunities will cause a conflict of interest for Mr. Young as a result of his obligations to both entities due to Carbon Friendly’s distinct business focus. Carbon Friendly focuses on developing projects in the reforestation, biomass and renewable energy sectors. ClimateSeek.com focuses on climate awareness internet search functionality, advertising, publishing, product sales and social networks. It is possible that the activities of Carbon Friendly will be complimentary to Climateseek.com as carbon credits developed from Carbon Friendly’s projects may be sold on Climateseek.com in the future; however, it is unlikely that a conflict of interest will develop.

Our directors are not obligated to commit their full time and attention to our business and, accordingly, they may encounter a conflict of interest in allocating their time between our operations and those of other businesses. In the course of their other business activities, they may become aware of investment and business opportunities which may be appropriate for presentation to us as well as other entities to which they owe a fiduciary duty. As a result, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. They may also in the future become affiliated with entities, engaged in business activities similar to those we intend to conduct.

In general, officers and directors of a corporation are required to present business opportunities to a corporation if:

●	the corporation could financially undertake the opportunity;

●	the opportunity is within the corporation’s line of business; and

●	it would not be fair to the corporation and its stockholders not to bring the opportunity to the attention of the corporation.

Involvement in Certain Legal Proceedings

None of our directors, executive officers, promoters or control persons has been involved in any of the following events during the past ten years:

A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

2.	Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

3.	Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity

ii.	Engaging in any type of business practice; or

iii.	Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;

5.	Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

7.	Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

i.	Any Federal or State securities or commodities law or regulation; or

ii.	Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

iii.	Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors and persons who own more than 10% of our common stock to file with the Securities and Exchange Commission initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common stock and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% shareholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports that they file.

Based solely on the reports received by the Company and on written representations from certain reporting persons, we believe that the directors, executive officers and persons who beneficially own more than 10% of the Company’s common stock during the fiscal year ended March 31, 2011 have been in compliance with Section 16(a), with the exception of the following:

Name	Number of Late Reports	Number of Transactions Not Reported on a Timely Basis	Failure to File Required Forms
Michael Young	1	1	Nil

Code of Ethics

Our company's board of directors adopted a Code of Business Conduct and Ethics that applies to, among other persons, members of our board of directors, our company's officers including our president, chief executive officer and chief financial officer, employees, consultants and advisors. As adopted, our Code of Business Conduct and Ethics sets forth written standards that are designed to deter wrongdoing and to promote:

1.	honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

2.	full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the Securities and Exchange Commission and in other public communications made by us;

3.	compliance with applicable governmental laws, rules and regulations;

4.	the prompt internal reporting of violations of the Code of Business Conduct and Ethics to an appropriate person or persons identified in the Code of Business Conduct and Ethics; and

5.	accountability for adherence to the Code of Business Conduct and Ethics.

Our Code of Business Conduct and Ethics requires, among other things, that all of our company's Senior Officers commit to timely, accurate and consistent disclosure of information; that they maintain confidential information; and that they act with honesty and integrity.

In addition, our Code of Business Conduct and Ethics emphasizes that all employees, and particularly Senior Officers, have a responsibility for maintaining financial integrity within our company, consistent with generally accepted accounting principles, and federal and state securities laws. Any Senior Officer who becomes aware of any incidents involving financial or accounting manipulation or other irregularities, whether by witnessing the incident or being told of it, must report it to our company. Any failure to report such inappropriate or irregular conduct of others is to be treated as a severe disciplinary matter. It is against our company policy to retaliate against any individual who reports in good faith the violation or potential violation of our company's Code of Business Conduct and Ethics by another.

We will provide a copy of the Code of Business Conduct and Ethics to any person without charge, upon request.

Committees of the Board

All proceedings of our board of directors were conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the corporate laws of the state of Nevada and the bylaws of our company, as valid and effective as if they had been passed at a meeting of the directors duly called and held.

Our audit committee consists of Glenn Little, Michael Young and Richard Skujins.

Our board of directors has determined that it does not have a member of its audit committee that qualifies as an "audit committee financial expert" as defined in Item 407(d)(5)(ii) of Regulation S-K.

Our audit committee is governed by an Audit Committee Charter adopted by our board of directors.

We believe that the members of our audit committee are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. We believe that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any material revenues to date. In addition, we currently do not have nominating, compensation or committees performing similar functions nor do we have a written nominating, compensation. Our board of directors does not believe that it is necessary to have such committees because it believes the functions of such committees can be adequately performed by our board of directors.

Our company currently does not have nominating, compensation committees or committees performing similar functions nor does our company have a written nominating or compensation committee charter. Our board of directors does not believe that it is necessary to have such committees because it believes that the functions of such committees can be adequately performed by our directors.

Our company does not have any defined policy or procedure requirements for shareholders to submit recommendations or nominations for directors. The directors believe that, given the early stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our company does not currently have any specific or minimum criteria for the election of nominees to the board of directors and we do not have any specific process or procedure for evaluating such nominees. Our directors assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.

A shareholder who wishes to communicate with our board of directors may do so by directing a written request addressed to our President, at the address appearing on the first page of this annual report.

Audit Committee and Audit Committee Financial Expert

Our board of directors has determined that none of the members of our audit committee qualifies as an "audit committee financial expert" as defined in Item 407(d)(5)(ii) of Regulation S-K, and is "independent" as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended.

Our audit committee is governed by an Audit Committee Charter adopted by our board of directors.

Item 11. Executive Compensation

The particulars of the compensation paid to the following persons:

●	our principal executive officer;

●	each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended March 31, 2011 and 2010; and

●	up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended March 31, 2011 and 2010,

who we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed US$100,000 for the respective fiscal year:

SUMMARY COMPENSATION TABLE
Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensa-tion ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensa- tion ($)	Total ($)
Glenn Little(1) President, Chief Executive Officer, Chief Financial Officer, Secretary and Director	2011 2010	2,000 16,000	- -	- -	- -	- -	- -	- -	2,000 16,000
Raymond Slee(2) Former President, Chief Technical Officer, Chief Executive Officer and Director	2011 2010	- 46,457.25	- -	- -	- -	- -	- -	- -	- 46,457.25
Galit Alon(3) Former Chief Financial Officer and Secretary	2011 2010	- 12,313.84	- -	- -	- -	- -	- -	- -	- 12,313.84
Charles Green(4) Former President, Chief Executive Officer and Director	2011 2010	- 27,300	- -	- -	- -	- -	- -	- -	- 27,300

(1)	Mr. Little was appointed president, chief executive officer, and director of our company on November 16, 2010 and as chief financial officer and secretary on November 25, 2010.

(2)	Mr. Slee was appointed chief technical officer on May 28, 2009 and as president, chief executive officer and as a director on September 17, 2010 and resigned as an officer and director on November 16, 2010.

(3)	Ms. Alon was appointed chief financial officer and secretary on March 25, 2010 and resigned as an officer on November 25, 2010.

(4)	Mr. Green was appointed chief executive officer and director on May 28, 2009 and as president and secretary on May 28, 2009 and resigned as an officer and director on September 17, 2010.

Other than as set out below, there are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive share options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that share options may be granted at the discretion of our board of directors.

Stock Option Plan

Our directors approved our 2009 stock option plan, which plan authorizes the issuance of up to a maximum of 1,000,000 options. As of March 31, 2011, 750,000 options have been granted under the 2009 stock option plan.

2011 Grants of Plan-Based Awards

We did not have any equity and non-equity awards granted to the named executives in fiscal 2011.

Outstanding Equity Awards at Fiscal Year End

We did not have any unexercised options, stock that has not vested and equity incentive plan awards for our named executive officers in fiscal 2011.

Option Exercises and Stock Vested

During our Fiscal year ended March 31, 2011 there were no options exercised by our named officers.

Compensation of Directors

We do not have any agreements for compensating our directors for their services in their capacity as directors, although such directors are expected in the future to receive stock options to purchase shares of our common stock as awarded by our board of directors.

The following table sets forth a summary of the compensation paid to our non-employee directors in 2011:

DIRECTOR COMPENSATION
Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Richard Skujins	15,000	-	-	-	-	-	15,000

Option Exercises and Stock Vested

During our Fiscal year ended March 31, 2011 there were no options exercised by our named officers.

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.

Indebtedness of Directors, Senior Officers, Executive Officers and Other Management

None of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years, is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.

Family Relationships

There are no family relationships between any of our executive officers or directors.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth, as of June 22, 2011, certain information with respect to the beneficial ownership of our common shares by each shareholder known by us to be the beneficial owner of more than 5% of our common shares, as well as by each of our current directors and executive officers as a group. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage of Class(1)
Glenn Little 2320 – 555 West Hasting Street Vancouver V6B 4N4 Canada	560,333 Common(2)	1.5%
Richard Skujins 2320 – 555 West Hasting Street Vancouver V6B 4N4 Canada	870,667 Common(3)	2.4%
Michael Young 2320 – 555 West Hasting Street Vancouver V6B 4N4 Canada	2,741,302 Common	7.5%
Directors and Officers as a Group	4,163,302 common	11.4%
Rose Mary Doroghazi Trust 1631 Spruce Street, Granite City, IL, 62040	1,867,220 common	5%

(1)

Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on June 22, 2011. As of June 22, 2011, there were 36,656,587 shares of our company’s common stock issued and outstanding.

(2)	Includes 60,000 warrants to purchase shares of our common stock at $0.50 per warrant share and 500,333 shares of our common stock.

(3)	Includes 450,000 share of our common stock held directly, 368,667 shares of our common stock and warrants to acquire an additional 52,000 shares of our common stock held by Our World Holdings Ltd., a company controlled by Mr. Skujins.

Changes in Control

We are unaware of any contract or other arrangement or provisions of our Articles or Bylaws the operation of which may at a subsequent date result in a change of control of our company. There are not any provisions in our Articles or Bylaws, the operation of which would delay, defer, or prevent a change in control of our company.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Except as disclosed herein, no director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since the year ended March 31, 2011, in which the amount involved in the transaction exceeded or exceeds the lesser of US$120,000 or one percent of the average of our total assets at the year end for the last three completed fiscal years.

Director Independence

We currently act with three directors, consisting of Glenn Little, Richard Skujins and Michael Young.

We have determined that Richard Skujins is an independent director as that term is used in Rule 4200(a)(15) of the Rules of National Association of Securities Dealers.

Currently our audit committee consists of our entire board of directors. We currently do not have nominating, compensation committees or committees performing similar functions. There has not been any defined policy or procedure requirements for shareholders to submit recommendations or nomination for directors.

Our board of directors has determined that we do not have a member of the audit committee that qualifies as an “audit committee financial expert” as defined in as defined in Item 407(d)(5)(ii) of Regulation S-K.

From inception to present date, we believe that the members of our audit committee and the board of directors have been and are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting.

Item 14. Principal Accounting Fees and Services

The aggregate fees billed for the most recently completed fiscal year ended March 31, 2011 and for the fiscal year ended March 31, 2010 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

	Year Ended
	March 31, 2011 $		March 31, 2010 $
Audit Fees		20,500		20,100
Audit Related Fees	Nil			600
Tax Fees		950	Nil
All Other Fees	Nil		Nil
Total		21,500		20,700

Our board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.

Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.

PART IV

Item 15. Exhibits, Financial Statement Schedules

(a) Financial Statements

(1)	Financial statements for our company are listed in the index under Item 8 of this document

(2)	All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.

(b) Exhibits

Exhibit No.	Description
(3)	(i) Articles of Incorporation
3.1	Articles of Incorporation for Intelimax Media Inc. (incorporated by reference to our Current Report on Form 8-K filed on May 29, 2009).
3.2	Amalgamation Application Filed with the British Columbia Registrar of Companies on May 28, 2009 (incorporated by reference to our Current Report on Form 8-K filed on May 29, 2009).
(4)	Instruments defining the rights of security holders, including indentures
4.1	Instrument defining the rights of holders – form of share certificate (incorporated by reference to our Current Report on Form 8-K filed on May 29, 2009).
(10)	Material Contracts
10.1	2009 Stock Compensation Plan (incorporated by reference to our Registration Statement on Form S-8 filed on December 11, 2009).
10.2	2009 Stock Option Plan (incorporated by reference to our Registration Statement on Form S-8 filed on December 11, 2009).
10.3	License Grant and Asset Purchase Agreement between our company and Fireswirl Technologies Inc. dated for reference August 22, 2008 (incorporated by reference to our Form S-1 filed on June 12, 2009).
(31)	Rule 13a-14(a)/15d-14(a) Certifications
31.1*	Section 302 Certification under Sarbanes-Oxley Act of 2002 of Glenn Little (principal executive officer, principal financial officer and principal accounting officer).
(32)	Section 1350 Certifications
32.1*	Section 906 Certifications under Sarbanes-Oxley Act of 2002 of Glenn Little (principal executive officer, principal financial officer and principal accounting officer).

* Filed herewith.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		INTELIMAX MEDIA INC.
		(Registrant)

Dated: June 28, 2011		/s/ Glenn Little
	By:	Glenn Little
		President, Chief Executive Officer, Chief Financial Officer, Secretary and Director
		(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Dated: June 28, 2011		/s/ Glenn Little
	By:	Glenn Little
		President, Chief Executive Officer, Chief Financial Officer, Secretary and Director
		(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

Dated: June 28, 2011		/s/ Michael Young
	By:	Michael Young
		Director

Dated: June 28, 2011		/s/ Richard Skujins
	By:	Richard Skujins
		Director

Attached files

Intelimax Media Inc. Reports

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